Common use of Default Liability Clause in Contracts

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting the generality of Article 8.1 above, 10.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder Default: (1) Any of this Agreement; ASIA TIMES or its subsidiaries or their respective shareholders breaches any breach by Target Company provisions of the Technology License and Service AgreementEntrustment Agreement on Shareholder’s Voting Rights PROXY AGREEMENT entered into by it with HUAYA; (2) any of ASIA TIMES or its subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with HUAYA on 9th October, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement2018. 8.3 10.3 The Parties agree and confirm, the Shareholders or Target Company confirm that under no circumstances shall not request the ASIA TIMES and ASIA TIMES Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 Notwithstanding 10.4 Not withstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 9.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting 9.2 The Parties agree that any of the generality following events shall be deemed to have constituted the Default: (1) Any of Article 8.1 aboveFocus Media Advertisement, Local Subsidiaries or their respective shareholders breaches any breach provisions of the Shareholder's Voting Rights Proxy Agreement entered into by it with Focus Media Technology on March 28, 2005; (2) Any of Focus Media Advertisement, Local Subsidiaries or their respective shareholders breaches any Shareholder provisions of the Call Option Agreement or Equity Pledge Agreement shall be deemed entered into by it with Focus Media Technology on March 28, 2005; (3) Xxxxx Xxxxxxx Xxxxx and Xxxxx Xxx Xx, as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company shareholders of the Technology License and Service AgreementAdvertisement Disseminators, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder provisions of the Loan Agreement shall be deemed as having constituted the breach entered into by such Personal Shareholder of this Agreementthem respectively with Focus Media Technology on March 28, 2005. 8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 9.3 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company HEZL of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder HEZL of this Agreement. 8.3 The Parties agree and confirm, the Shareholders Shareholder or Target Company HEZL shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 9.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting the generality of Article 8.1 above, 9.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder Default: (1) Any of this Agreement; AdCo, AdCo Subsidiaries or their respective shareholders breaches any breach by Target Company provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology License and Service Agreement(Shanghai) Co., Cooperation AgreementLtd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, Xx. 0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Agreement or Call Option Agreement shall be deemed Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) Xxxxx Xxxxxxx Xxxxx and Xxxxx Xxx Xx, as having constituted shareholders of the Advertisement Publishers, breach by Target Company of this Agreement; any breach by any Personal Shareholder provisions of the Loan Agreement shall be deemed as having constituted the breach entered into by such Personal Shareholder of this Agreementthem respectively with Focus Media on March 28, 2005. 8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 9.3 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting 10.2 The Parties agree that any of the generality following events shall be deemed to have constituted the Default: (1) Any of Article 8.1 abovethe Licensed Advertisement Companies or their respective shareholders breach any provisions of the Shareholder's Voting Rights Proxy Agreement entered into by it with Licensor on March 28, 2005; (2) the shareholders of any of the Licensed Advertisement Companies breach by any Shareholder provisions of the Call Option Agreement or Equity Pledge entered into by it with Licensor on March 28, 2005; (3) the shareholders of Focus Media Technology breach any provisions of the Loan Agreement shall be deemed as having constituted entered into by them respectively with the Licensor on March 28, 2005 or (4) The Licensees breach by such Shareholder of this Agreement; any breach by Target Company provisions of the Technology License and Service AgreementAgreement entered into by them any Focus Media Digital Information Technology (Shanghai) Co., Cooperation AgreementLtd.(hereinafter "FOCUS MEDIA DIGITAL"), a company with limited liability incorporated in accordance with PRC laws and whose domicile is Xxxx X00 Xxxxx 00 Xx.000 Xxxxxxx Xxxx Changning District, Shanghai Municipility on March 28, 2005. Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement.Contract(Eng)050331-CT 8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 10.3 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting the generality of Article 8.1 above, 10.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Default: Technology License and Service Agreement (1) Any of AdCo, Cooperation AgreementAdCo Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Trademark License Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement or Call Option Agreement shall be deemed on Futures entered into by it with Focus Media on March 28, 2005; (3) Xxxxx Xxxxxxx Xxxxx and Xxxxx Xxx Xx, as having constituted individual shareholders of the Advertisement Publishers, breach by Target Company of this Agreement; any breach by any Personal Shareholder provisions of the Loan Agreement shall be deemed as having constituted entered into by them respectively with Focus Media on March 28, 2005; or (4) any of AdCo or AdCo Subsidiaries breaches any provisions of the breach Trademark License Contract entered into by such Personal Shareholder of this Agreementit with Focus Media and TechCo on March 28, 2005. 8.3 10.3 The Parties agree and confirm, the Shareholders or Target Company confirm that under no circumstances shall not request the AdCo and AdCo Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this Agreement.Agreement provides for otherwise 8.4 10.4 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation against all damages. 8.2 Without limiting Regardless otherwise stipulated in this Agreement, the generality of Article 8.1 aboveevent that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., any breach by any Shareholder Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Shaxxxxx Xxxxx Xxxxx Xx., Xxx (xxxx xxx xxxxxxxxxx xxxxxss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Sxxxxxxx )xxxxx xxx xxxxxxxxxx x xxxxxx xx xxxx Xxxxxxxxx, xxxxxxxx xxxt the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreementabove transfer. 8.3 The Parties agree and confirm, the Shareholders or Target Company Century Shenghuo shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting the generality of Article 8.1 above, 10.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder Default: (1) Any of this Agreement; YUZHI Subsidiaries or their respective shareholders breaches any breach by Target Company provisions of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Entrustment Agreement on Shareholder's Voting Rights PROXY AGREEMENT entered into by it with YIGO; (2) Any of YUZHI Subsidiaries or Call Option Agreement shall be deemed as having constituted the breach their respective shareholders breaches any provisions of other Agreements entered into by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreementit with YIGO on AUGUST 5,2015. 8.3 10.3 The Parties agree and confirm, the Shareholders or Target Company confirm that under no circumstances shall not request the YUZHI and YUZHI Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 Notwithstanding 10.4 Not withstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting the generality of Article 8.1 above, 10.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder Default: (1) Any of this Agreement; ASIA TIME or its subsidiaries or their respective shareholders breaches any breach by Target Company provisions of the Technology License and Service AgreementEntrustment Agreement on Shareholder’s Voting Rights PROXY AGREEMENT entered into by it with HUAYA; (2) any of ASIA TIME or its subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with HUAYA on [September 5], Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement2018. 8.3 10.3 The Parties agree and confirm, the Shareholders or Target Company confirm that under no circumstances shall not request the ASIA TIME and ASIA TIME Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 Notwithstanding 10.4 Not withstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Exclusive Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 Clause 19 19.1 The Parties agree Guarantor fails to complete the guarantee formalities (whether caused by Party A or the Guarantor), or Party A fails to complete the drawdown procedures at Party B’s business offices as scheduled and confirm thatsuch failure is not remedied within 30 days (including statutory holidays, if Saturday and Sunday). Party B has the right to demand penalty based on the amount in default, the actual number of days elapsed and the Default Interest Rate. In addition, Party B has the right to rescind this Agreement; 19.2 Party A fails to pay in accordance with the this Agreement any sums hereunder and thereunder when due; 19.3 The balance sheet and income statement furnished by Party A to Party B are falsified or have concealed material facts. Party A refuses the investigation, enquiry and supervision of the Parties (the "DEFAULTING PARTY") breaches substantially Party B in connection with its use of proceeds under this Agreement, production, operation and financial activities. Any representation or warranty made or deemed to be made by Party A in Clause 17 is or proves to have been false, incorrect or misleading in any of the provisions herein material respect when made or fails substantially deemed to be made; 19.4 Party A explicitly states or expresses through its acts that it shall not perform this Agreement or any one of the obligations hereunderin other commitments, such a or the guarantor is in breach of any one of its obligation under the guarantee agreement; 19.5 Party A and the Target Enterprise/ New Subsidiary are in default of any contracts or failure shall constitute agreements to which they are one of the parties, or any unilateral commitment or guarantee, thus constituting a default on other loan obligations or actually or probably accelerating the maturity of other loans; 19.6 Party A fails to use the proceeds for the designated purpose; 19.7 Party A fails to provide a new guarantee as demanded by Party B if there occurs a material adverse change in the condition of guarantee adversely affecting the debt of Party B, including without limitation the guarantee agreement or other forms of guarantee not being in full force and effect or being void or rescinded, the guarantor failing to possess part or all of its guarantee ability or explicitly expressing its intention not to perform or comply with its guarantee obligations, the guarantor failing to duly perform or observe any of its obligations or commitments under the guarantee agreement or other commitment to which it is a party, or the mortgaged or pledged property or assets being damaged, lost, impaired or diminishing in value; 19.8 There are material changes in financial condition of Party A or the Target Enterprise/ the New Subsidiary, or litigation, arbitration, administrative penalty and other judicial and administrative proceedings threatening against Party A, which could or might have a material adverse effect on Party A’s performance of this Agreement; and 19.9 Party A fails to rectify any other material unfavorable conditions within the prescribed time required by Party B. 19.10 Such indicators of the financial condition of Party A or the Target Enterprise/ the New Subsidiary as their profitability, solvency, operation, cash flow, etc. have deteriorated to such an extent that Party A’s performance of its obligations under this Agreement (a "DEFAULT"). In such event any has been or may be adversely affected; and among the various financial indicators the following ones have fallen below the following requirements: / ; 19.11 There have been material adverse changes in Party A or the Target Enterprise/ the New Subsidiary’s brand, customers, marketing channels, ownership structure, production and management, foreign investment, etc., which have had or may have adverse effect on Party A’s performance of the other Parties without obligations under this Agreement; 19.12 The M&A Agreement is rendered invalid or no longer capable of being fulfilled by law; 19.13 Accidents caused by Party A or the Target Enterprise/ the New Subsidiary’s breach of laws and regulations, regulatory requirements in relation to food safety, production safety, environmental protection, etc. or non-compliance with industrial standards have adversely affected or may adversely affect Party A’s performance of the its obligations under this Agreement; 19.14 Party A’s performance of its obligations under this Agreement has been or may be affected by abnormal changes in Party A or the Target Enterprise/ the New Subsidiary’s main investor(s) or management or their being suspected of criminal acts and thus being investigated or having their person freedom restricted by the judicial authority; 19.15 Party A’s performance of its obligations under this Agreement has been or may be affected by the change in the controller/ controlee relationship between Party A or the Target Enterprise/ the New Subsidiary and its related parties or the occurrence of the aforementioned events of default (referred to in Clauses 19.5, 19.8, 19.10, 19.11, 19.13 and 19.14 by those related parties; 19.16 Other circumstances that may have adverse effects on Party A’s realization of its claims under this Agreement; Upon the occurrence of any aforementioned event of default, Party B may exercise all of its rights under this Agreement, declare the entire loan under this Agreement to be due and payable at once, demand immediate repayment of the amounts already disbursed and cease extending the remaining tranche of the loan. Upon the occurrence of an Event of Default by Party A, Party B may take legal proceeding against Party A. Party A shall bear on a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default full indemnity basis all litigation, attorney, travelling and debt/ guarantee enforcement expenses in connection with the legal proceeding. Provided that Party A has performed all its obligations under this Agreement, it shall have the right to require the Defaulting demand liquidated damages from Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting B if Party B fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying make the Defaulting Party loan proceeds available on the prescribed date and in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party prescribed amount. The liquidated damages shall be entitled calculated with reference to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement. 8.3 The Parties agree and confirmdefault amount, the Shareholders or Target Company shall not request actual number of days elapsed and the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this AgreementDefault Interest Rate. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company JYBL of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder JYBL of this Agreement. 8.3 The Parties agree and confirm, the Shareholders Shareholder or Target Company JYBL shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's ’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder Shareholders of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder Shareholders of this Agreement; any breach by Target Company DSAC of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder DSAC of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Target Company DSAC shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 11.1 The Parties agree and confirm that, if any of the Parties Party (hereinafter the "DEFAULTING PARTYDefaulting Party") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (hereinafter a "DEFAULTDefault"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's following the other Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled have the right to choose at its discretion any one of the following Default remedy methods by itself: In case of Party A being the Defaulting Party, Party B shall have the right to (1) terminate this Agreement and require the Defaulting Party to indemnify it for all damages, the damage; or (2) require specific performance by of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all the damage. In case of this Agreement Party B being the Defaulting Party, Party A shall have the right to require specific performance of the obligations of the Defaulting Party hereunder and indemnifation against require the Defaulting Party to indemnify it for all damagesthe damage. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement. 8.3 11.2 The Parties agree and confirm, the Shareholders or Target Company confirm that Party A shall not request the termination of in no circumstance be entitled to terminate this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreementany reason. 8.4 11.3 The rights and remedies set out herein shall be cumulative, and shall not preclude any other rights or remedies provided by law. 11.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by stand disregarding the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of , then the other Parties without default non-defaulting Party (a "NONthe “Non-DEFAULTING PARTY"Defaulting Party”) who incurs losses arising from such a Default whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a upon the Non-defaulting Party's Defaulting Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting the generality of Article 8.1 above, 10.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder Default: (1) Any of this Agreement; SHESAYS, SHESAYS SUBSIDIARIES or their respective shareholders breaches any breach by Target Company provisions of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Entrustment Agreement or Call Option on Shareholder’s Voting Rights Proxy Agreement shall be deemed entered into by it with XXXX as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach date hereof; (2) any of SHESAYS, SHESAYS SUBSIDIARIES or their respective shareholders breaches any provisions of other agreements entered into by such Personal Shareholder of this Agreementthem with XXXX on April 27, 2010. 8.3 10.3 The Parties agree and confirm, the Shareholders or Target Company confirm that under no circumstances shall not request the SHESAYS and SHESAYS SUBSIDIARIES be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 10.4 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's ’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company BEZL of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder BEZL of this Agreement. 8.3 The Parties agree and confirm, the Shareholders Shareholder or Target Company BEZL shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's ’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Exclusive Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's ’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company DSBT of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder DSBT of this Agreement. 8.3 The Parties agree and confirm, the Shareholders Shareholder or Target Company DSBT shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Without limiting the generality of Article 8.1 above, 10.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder Default: （1）Any of this Agreement; V-Media, V-Media Subsidiaries or their respective shareholders breaches any breach by Target Company provisions of the Technology License and Service AgreementEntrustment Agreement on Shareholder’s Voting Rights PROXY AGREEMENT entered into by it with XXX-XXXX; （2）any of V-Media, Cooperation AgreementV-Media Subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with Xxx-Xxxx on NOVEMBER 6, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement2009. 8.3 10.3 The Parties agree and confirm, the Shareholders or Target Company confirm that under no circumstances shall not request the V-Media and V-Media Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 10.4 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein provision hereof, or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "hereunder ( “DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party shall have the right to require the Defaulting Party to rectify such Default or take remedial measures make remedy within a reasonable reasonably specified period. If the Defaulting Party fails to rectify such Default or take remedial measures make remedy within such reasonable period or within ten (10) days of a Nonafter the non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Defaultmake remedy, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion sole discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, keep it fully indemnified; or (2) to demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto keep it fully indemnified. 8.2 Without limiting the generality of Article 8.1 above, 10.2 The Parties agree that any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement following events shall be deemed as having to have constituted the breach by such Shareholder a Default: ( 1） Any of this Agreement; Hangzhou MYL Commercial, Hangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any breach by Target Company provisions of the Technology License and Service AgreementSHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT entered into by it with HANGZHOU MYL CONSULTING; ( 2）any of Hangzhou MYL Commercial, Cooperation AgreementHangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with Hangzhou MYL Consulting on May 1, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement2009. 8.3 10.3 The Parties agree and confirm, the Shareholders or Target Company confirm that under no circumstances shall not request the Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 10.4 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by survive the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of upon a Non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by the Target Company of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Agreement or the Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.