Common use of Exercise of Entrusted Rights Clause in Contracts

Exercise of Entrusted Rights. 2.1 The Target Shareholder agrees that, in exercising the Entrusted Rights, the WFOE and/or the Designee is not required to seek the prior opinions of the Target Shareholder. The WFOE’s and/or the Designee’s exercise of the Entrusted Rights shall be deemed as actions of the Target Shareholder, and the documents signed executed by the WFOE ad/or the Designee shall also be deemed to have been executed by the Target Shareholder. The Target Shareholder recognizes and acknowledges the consequences of the WFOE’s and/or the Designee’s exercise of the Entrusted Rights, and agrees to bear the corresponding legal responsibilities and consequences. 2.2 The Target Shareholder agrees that, without the prior written consent of the WFOE, it will not exercise any shareholder right granted to the WFOE and/or the Designee, or interfere with the exercise of the Entrusted Rights by the WFOE and/or the Designee, and will do its best to cooperate with the WFOE and/or the Designee to exercise such rights. The Target Shareholder further agrees to promptly sign all reasonably necessary agreements, resolutions and other documents and implement all actions reasonably necessary to implement the provisions of this Agreement and assist the WFOE and/or the Designee to exercise the Entrusted Rights, including when necessary (e.g., when the submission of such documents is necessary for the approval of, or registration or filing with government authorities) promptly signing the shareholder’s decisions or other relevant legal documents prepared by the WFOE and/or the Designee. 2.3 The Parties agree that, during the term of this Agreement, if the granting or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default by the Target Shareholder), the Parties shall immediately seek a most similar substitute for the provision unenforceable and, if necessary, enter into a supplementary agreement to adjust the provisions herein, so as to ensure the fulfillment of the purpose hereof. 2.4 When exercising the Entrusted Rights within the authorization scope hereunder, the WFOE and/or the Designee shall perform the entrusted obligations carefully with diligence shall comply with the relevant laws and regulations and the Articles of Association. 2.5 For the purpose of exercising the Entrusted Rights hereunder, the WFOE and/or the Designee is entitled to have access to the information including the Target’s operation, business, clients, finance, staff, etc. and to inspect, exract or copy the relevant materials of the Target (including but not limited to any books, statements, contracts and internal communications concerning finance, business and operations and other documents). The Target and the Target Shareholder shall fully cooperate with the WFOE and/or the Designee in this regard.

Exercise of Entrusted Rights. 2.1 The Target Shareholder agrees Shareholders agree that, in exercising the Entrusted Rights, the WFOE and/or the Designee is not required to seek the prior opinions of the Target ShareholderShareholders. The WFOE’s and/or the Designee’s reasonable and lawful exercise of the Entrusted Rights shall be deemed as actions of the Target ShareholderShareholders, and the reasonable and legal documents signed executed by the WFOE ad/or and/or the Designee shall also be deemed to have been executed by the Target ShareholderShareholders. The Each Target Shareholder recognizes and acknowledges the consequences of the WFOE’s and/or the Designee’s reasonable and lawful exercise of the Entrusted Rights, and agrees to bear the corresponding legal responsibilities and consequences. 2.2 The Each Target Shareholder agrees that, without the prior written consent of the WFOE, it will not exercise any shareholder right granted to the WFOE and/or the Designee, or interfere with the exercise of the Entrusted Rights by the WFOE and/or the Designee, and will do its best to cooperate with the WFOE and/or the Designee to exercise such rights. The Each Target Shareholder further agrees to promptly sign all reasonably necessary agreements, resolutions and other documents and implement all actions reasonably necessary to implement the provisions of this Agreement and assist the WFOE and/or the Designee to exercise the Entrusted Rights, including when necessary (e.g., when the submission of such documents is necessary for the approval of, or registration or filing with government authorities) promptly signing the shareholder’s decisions shareholders’ meeting resolutions or other relevant legal documents prepared by the WFOE and/or the Designee. 2.3 The Parties agree that, during the term of this Agreement, if the granting or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default by the Target ShareholderShareholders), the Parties shall immediately seek a most similar substitute for the provision unenforceable and, if necessary, enter into a supplementary agreement to adjust the provisions herein, so as to ensure the fulfillment of the purpose hereof. 2.4 When exercising the Entrusted Rights within the authorization scope hereunder, the WFOE and/or the Designee shall perform the entrusted obligations carefully with diligence shall comply with the relevant laws and regulations and the Articles of Association. 2.5 For the purpose of exercising the Entrusted Rights hereunder, the WFOE and/or the Designee is entitled to have access to the information including the Target’s operation, business, clients, finance, staff, etc. and to inspect, exract extract or copy the relevant materials of the Target (including but not limited to any books, statements, contracts and internal communications concerning finance, business and operations operations, all board meeting minutes and other documents). The Target and the Target Shareholder Shareholders shall fully cooperate with the WFOE and/or the Designee in this regard.