Common use of Equity Pledge Clause in Contracts

Equity Pledge. 1.1 The Pledgor agrees to pledge, in accordance with the terms and conditions hereof, 100% of the Target’s equity it holds (hereinafter referred to as “Pledged Equity”) to the Pledgee, so as to guarantee the full performance of the Contractual Obligations. The Target hereby agrees for the Pledgor to so pledge the Pledged Equity to the Pledgee in accordance with the terms and conditions hereof. 1.2 The scope of the equity pledge includes: (i) all service fees and interests receivable by the WFOE under the VIE Agreements; (ii) performance by the Pledgor of other obligations under the VIE Agreements; (iii) discharge and performance by the Pledgor and/ or the Target of all other indebtedness, monetary liabilities or other payment obligations to the Pledgee arising from or in connection with the VIE Agreements, including but not limited to, liquidated damages (if any), compensation and expenses for the realization of hypothecation rights (including but not limited to attorney’s fees, arbitration fees, evaluation and auctions fees of the Pledged Equity, etc., all the above service fees and interests thereof are collectively referred to as “Secured Indebtedness”). 1.3 The Pledgor and the Target agree to, on the signing date hereof, record the pledge of the Pledged Equity hereunder on the register of members of the Target, and hand over the original register of members and the original capital contribution certificate of the Pledgor to the Pledgee for custody. 1.4 The Pledgor promises to procure and cooperate with the Target to complete the registration formalities for the equity pledge within a reasonable time after the execution of this Agreement to the extent permitted by the relevant laws and policies, and to use its utmost efforts to maintain the registration in force. The hypothecation rights arising from the equity pledge hereunder will be established when the registration with the industrial and commercial department in respect of the pledge is completed. The Parties agree that, for the purpose of equity pledge registration, they shall separately sign an Equity Pledge Agreement in the form approved by the industrial and commercial department, and as to matters not covered in this Agreement or inconsistent with the provisions of this Agreement, this Agreement shall prevail to the extent permitted by law. 1.5 During the term of this Agreement, the Pledgee shall not be held liable for any value depreciation of the Pledged Equity, nor have the Pledgor the right to put forward any form of recourse or claim, unless caused by the intentional misconduct or gross negligence of the Pledgee. If the value of the Pledged Equity is likely to drop significantly, which is sufficient to jeopardize the rights of the Pledgee, the Pledgee may at any time require the Pledgor to provide the corresponding security as a supplement. If the Pledgor refuses to provide or fails to provide supplementary security, the Pledgee may auction or sell the Pledged Equity on behalf of the Pledgor, and discuss with the Pledgor on applying the proceeds therefrom to discharge the Secured Indebtedness in advance or to deposit the same with a notary where the Pledgee is located (any and all expenses incurred thereby shall be borne by the Pledgor). 1.6 Only with the prior consent of the Pledgee may the Pledgor increase the capital of the Target. Any increase in the capital contributed by the Pledgor to the registered capital of the Target as a result of any capital increase shall also become part of the Pledged Equity. The Target shall, and the Pledgor shall procure the Target to, record the change (including but not limited to capital increase) of the Pledged Equity in the Target’s share register within 3 working days after the occurrence thereof, complete the alteration registration with the industrial and commercial department within a reasonable period of time and provide the Pledgee with industrial and commercial registration certificates in relation to the equity pledge. The Pledgee will keep these certificates in the duration of the pledge hereunder. 1.7 In the duration of the pledge, the Pledgee is entitled to receive all proceeds from the Pledged Equity (if any, including but not limited to bonuses, dividends and other proceeds arising from the equity pledge). With the prior written consent of the Pledgee, the Pledgor may receive dividends or bonuses in respect of the Pledged Equity. The dividends or bonuses received by the Pledgor in respect of the Pledged Equity shall be deposited in the designated account of the Pledgee, supervised by the Pledgee, and first used as Pledged Equity for the settlement of the Secured Indebtedness.

Equity Pledge. 1.1 The Pledgor agrees Pledgors agree to pledge, in accordance with the terms and conditions hereof, 100% of the Target’s equity it holds they jointly hold (hereinafter referred to as “Pledged Equity”) to the Pledgee, so as to guarantee the full performance of the Contractual Obligations. The Target hereby agrees for the Pledgor Pledgors to so pledge the Pledged Equity to the Pledgee in accordance with the terms and conditions hereof. 1.2 The scope of the equity pledge includes: (i) all service fees and interests receivable by the WFOE under the VIE Agreements; (ii) performance by the Pledgor Pledgors of other obligations under the VIE Agreements; (iii) discharge and performance by the Pledgor Pledgors and/ or the Target of all other indebtedness, monetary liabilities or other payment obligations to the Pledgee arising from or in connection with the VIE Agreements, including but not limited to, liquidated damages (if any), compensation and expenses for the realization of hypothecation rights (including but not limited to attorney’s fees, arbitration fees, evaluation and auctions fees of the Pledged Equity, etc., all the above service fees and interests thereof are collectively referred to as “Secured Indebtedness”). 1.3 The Pledgor Pledgors and the Target agree to, on the signing date hereof, record the pledge of the Pledged Equity hereunder on the register of members of the Target, and hand over the original register of members and the original capital contribution certificate certificates of the Pledgor Pledgors to the Pledgee for custody. 1.4 The Pledgor promises Pledgors promise to procure and cooperate with the Target to complete the registration formalities for the equity pledge within a reasonable time after the execution of this Agreement to the extent permitted by the relevant laws and policies, and to use its their utmost efforts to maintain the registration in force. The hypothecation rights arising from the equity pledge hereunder will be established when the registration with the industrial and commercial department in respect of the pledge is completed. The Parties agree that, for the purpose of equity pledge registration, they shall separately sign an Equity Pledge Agreement in the form approved by the industrial and commercial department, and as to matters not covered in this Agreement or inconsistent with the provisions of this Agreement, this Agreement shall prevail to the extent permitted by law. 1.5 During the term of this Agreement, the Pledgee shall not be held liable for any value depreciation of the Pledged Equity, nor have the Pledgor Pledgors the right to put forward any form of recourse or claim, unless caused by the intentional misconduct or gross negligence of the Pledgee. If the value of the Pledged Equity is likely to drop significantly, which is sufficient to jeopardize the rights of the Pledgee, the Pledgee may at any time require the Pledgor to provide the corresponding security as a supplement. If the Pledgor refuses to provide or fails to provide supplementary security, the Pledgee may auction or sell the Pledged Equity on behalf of the Pledgor, and discuss with the Pledgor on applying the proceeds therefrom to discharge the Secured Indebtedness in advance or to deposit the same with a notary where the Pledgee is located (any and all expenses incurred thereby shall be borne by the Pledgor). 1.6 Only with the prior consent of the Pledgee may the Pledgor Pledgors increase the capital of the Target. Any increase in the capital contributed by the Pledgor Pledgors to the registered capital of the Target as a result of any capital increase shall also become part of the Pledged Equity. The Target shall, and the Pledgor Pledgors shall procure the Target to, record the change (including but not limited to capital increase) of the Pledged Equity in the Target’s share register within 3 working days after the occurrence thereof, complete the alteration registration with the industrial and commercial department within a reasonable period of time and provide the Pledgee with industrial and commercial registration certificates in relation to the equity pledge. The Pledgee will keep these certificates in the duration of the pledge hereunder. 1.7 In the duration of the pledge, the Pledgee is entitled to receive all proceeds from the Pledged Equity (if any, including but not limited to bonuses, dividends and other proceeds arising from the equity pledge). With the prior written consent of the Pledgee, the Pledgor Pledgors may receive dividends or bonuses in respect of the Pledged Equity. The dividends or bonuses received by the Pledgor Pledgors in respect of the Pledged Equity shall be deposited in the designated account of the Pledgee, supervised by the Pledgee, and first used as Pledged Equity for the settlement of the Secured Indebtedness.