Common use of Party B’s Obligations Clause in Contracts

Party B’s Obligations. (1) As all existing or future shareholders of Acorn Network Technology, Acorn Advertising and BATD, Party B undertakes during the term of this Agreement that each of Acorn Network Technology, Acorn Advertising and BATD shall: a. not supplement or amend its articles of association in any manner or increase or decrease its registered capital or change its shareholding structure in any manner, without Party A’s prior written consent; b. prudently and effectively maintain its operation activities according to good financial and business standards and not be dissolved, liquidated or bankrupt; c. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its assets or incomes or create legal encumbrance on the security interest in its assets or incomes, at any time without Party A’s prior written consent; d. not incur, succeed to, guarantee or permit the existence of any debts, except those debts are incurred during its normal business operation or agreed to or confirmed by Party A in advance; e. not enter into any material contract (exceed RMB1 million in value), without Party A’s prior written consent; f. not provide loan or security to any third party, without Party A’s prior written consent; g. provide Party A with all of its operation information and financial conditions at the request of Party A; h. purchase insurance from insurance companies acceptable to Party A in such amounts and of the kinds as are customarily carried and insured against by companies doing similar business and having similar assets in the place where it is located; i. not split or consolidate with, purchase or invest in any third party without Party A’s prior written consent; j. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its assets, business or incomes once it is occurred or is likely to occur; k. not distribute dividends to its shareholders in any manner without Party A’s prior written consent; promptly distribute dividends to its shareholders at the request of Party A; l. strictly comply with the provisions in the Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity and enforceability of the Exclusive Purchase Agreement. (2) Party B undertakes that it shall: a. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in the equity interest held by it in Acorn Network Technology, Acorn Advertising and BATD or create legal encumbrance on the security interest in such equity interest at any time without Party A’s prior written consent, except as provided in the Equity Pledge Agreement; b. cause the directors appointed by it not to approve the transfer, mortgage or otherwise disposal of the lawful rights and interests in and to the equity interest held by it in Acorn Network Technology, Acorn Advertising and BATD or the creation of legal encumbrance on the security interest in such equity interest, except to Party A or a third party designated by Party A; c. cause the directors appointed by it not to approve consolidation with, purchase of or investment in a third party by Acorn Network Technology, Acorn Advertising and BATD and not to make resolution or matter which is in violation of the warranties made by Party B to Party A in Section 3 hereof, without Party A’s prior written consent; d. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its equity interest once it is occurred or is likely to occur; e. be prohibited from any action or omission which would have a material effect on the assets, businesses or liabilities of Acorn Network Technology, Acorn Advertising and BATD, without Party A’s prior written consent; f. appoint natural persons designated by Party A to serve as directors of Acorn Network Technology, Acorn Advertising and BATD at the request of Party A; g. to the extent permitted by the laws of China, promptly and unconditionally transfer all of its equity interest in Acorn Network Technology, Acorn Advertising and BATD to Party A or a third party designated by Party A at any time and at the request of Party A and cause other shareholders of Acorn Network Technology, Acorn Advertising and BATD to waive their right of first refusal with respect to such transfer; h. to the extent permitted by the laws of China, cause other shareholders of Acorn Network Technology, Acorn Advertising and BATD (if any) to promptly and unconditionally transfer all of their equity interest in Acorn Network Technology, Acorn Advertising and BATD to Party A or a third party designated by Party A at any time and at the request of Party A and waive their right of first refusal with respect to such transfer; i. not approve Acorn Network Technology, Acorn Advertising and BATD to distribute dividends to their shareholders in any manner, without Party A’s prior written consent; promptly approve Acorn Network Technology, Acorn Advertising and BATD to distribute dividends to their shareholders at the request of Party A; j. strictly comply with the provisions of this Agreement, Equity Pledge Agreement and Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity or enforceability of the above agreements.

Party B’s Obligations. (1) As all existing or future shareholders of Acorn Network Technology, Acorn Advertising Technology and BATD, Party B undertakes during the term of this Agreement that each of Acorn Network Technology, Acorn Advertising Technology and BATD shall: a. not supplement or amend its articles of association in any manner or increase or decrease its registered capital or change its shareholding structure in any manner, without Party A’s prior written consent; b. prudently and effectively maintain its operation activities according to good financial and business standards and not be dissolved, liquidated or bankrupt; c. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its assets or incomes or create legal encumbrance on the security interest in its assets or incomes, at any time without Party A’s prior written consent; d. not incur, succeed to, guarantee or permit the existence of any debts, except those debts are incurred during its normal business operation or agreed to or confirmed by Party A in advance; e. not enter into any material contract (exceed RMB1 million in value), without Party A’s prior written consent; f. not provide loan or security to any third party, without Party A’s prior written consent; g. provide Party A with all of its operation information and financial conditions at the request of Party A; h. purchase insurance from insurance companies acceptable to Party A in such amounts and of the kinds as are customarily carried and insured against by companies doing similar business and having similar assets in the place where it is located; i. not split or consolidate with, purchase or invest in any third party without Party A’s prior written consent; j. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its assets, business or incomes once it is occurred or is likely to occur; k. not distribute dividends to its shareholders in any manner without Party A’s prior written consent; promptly distribute dividends to its shareholders at the request of Party A; l. strictly comply with the provisions in the Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity and enforceability of the Exclusive Purchase Agreement. (2) Party B undertakes that it shall: a. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in the equity interest held by it in Acorn Network Technology, Acorn Advertising Technology and BATD or create legal encumbrance on the security interest in such equity interest at any time without Party A’s prior written consent, except as provided in the Equity Pledge Agreement; b. cause the directors appointed by it not to approve the transfer, mortgage or otherwise disposal of the lawful rights and interests in and to the equity interest held by it in Acorn Network Technology, Acorn Advertising Technology and BATD or the creation of legal encumbrance on the security interest in such equity interest, except to Party A or a third party designated by Party A; c. cause the directors appointed by it not to approve consolidation with, purchase of or investment in a third party by Acorn Network Technology, Acorn Advertising Technology and BATD and not to make resolution or matter which is in violation of the warranties made by Party B to Party A in Section 3 hereof, without Party A’s prior written consent; d. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its equity interest once it is occurred or is likely to occur; e. be prohibited from any action or omission which would have a material effect on the assets, businesses or liabilities of Acorn Network Technology, Acorn Advertising Technology and BATD, without Party A’s prior written consent; f. appoint natural persons designated by Party A to serve as directors of Acorn Network Technology, Acorn Advertising Technology and BATD at the request of Party A; g. to the extent permitted by the laws of China, promptly and unconditionally transfer all of its equity interest interests in Acorn Network Technology, Acorn Advertising Technology and BATD to Party A or a third party designated by Party A at any time and at the request of Party A and cause other shareholders of Acorn Network Technology, Acorn Advertising Technology and BATD to waive their right of first refusal with respect to such transfer; h. to the extent permitted by the laws of China, cause other shareholders of Acorn Network Technology, Acorn Advertising Technology and BATD (if any) to promptly and unconditionally transfer all of their equity interest in Acorn Network Technology, Acorn Advertising Technology and BATD to Party A or a third party designated by Party A at any time and at the request of Party A and waive their right of first refusal with respect to such transfer; i. not approve Acorn Network Technology, Acorn Advertising Technology and BATD to distribute dividends to their shareholders in any manner, without Party A’s prior written consent; promptly approve Acorn Network Technology, Acorn Advertising Technology and BATD to distribute dividends to their shareholders at the request of Party A; j. strictly comply with the provisions of this Agreement, Equity Pledge Agreement and Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity or enforceability of the above agreements.

Party B’s Obligations. (1) As all existing or future shareholders of Acorn Network Beijing HJX Technology, Acorn Advertising and BATD, Party B undertakes during the term of this Agreement that each of Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology shall: a. not supplement or amend its articles of association in any manner or increase or decrease its registered capital or change its shareholding structure in any manner, without Party A’s prior written consent; b. prudently and effectively maintain its operation activities according to good financial and business standards and not be dissolved, liquidated or bankrupt; c. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its assets or incomes or create legal encumbrance on the security interest in its assets or incomes, at any time without Party A’s prior written consent; d. not incur, succeed to, guarantee or permit the existence of any debts, except those debts are incurred during its normal business operation or agreed to or confirmed by Party A in advance; e. not enter into any material contract (exceed RMB1 million in value), without Party A’s prior written consent; f. not provide loan or security to any third party, without Party A’s prior written consent; g. provide Party A with all of its operation information and financial conditions at the request of Party A; h. purchase insurance from insurance companies acceptable to Party A in such amounts and of the kinds as are customarily carried and insured against by companies doing similar business and having similar assets in the place where it is located; i. not split or consolidate with, purchase or invest in any third party without Party A’s prior written consent; j. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its assets, business or incomes once it is occurred or is likely to occur; k. not distribute dividends to its shareholders in any manner without Party A’s prior written consent; promptly distribute dividends to its shareholders at the request of Party A; l. strictly comply with the provisions in the Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity and enforceability of the Exclusive Purchase Agreement. (2) Party B undertakes that it shall: a. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in the equity interest held by it in Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology or create legal encumbrance on the security interest in such equity interest at any time without Party A’s prior written consent, except as provided in the Equity Pledge Agreement; b. cause the directors appointed by it not to approve the transfer, mortgage or otherwise disposal of the lawful rights and interests in and to the equity interest held by it in Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology or the creation of legal encumbrance on the security interest in such equity interest, except to Party A or a third party designated by Party A; c. cause the directors appointed by it not to approve consolidation with, purchase of or investment in a third party by Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology and not to make resolution or matter which is in violation of the warranties made by Party B to Party A in Section 3 hereof, without Party A’s prior written consent; d. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its equity interest once it is occurred or is likely to occur; e. be prohibited from any action or omission which would have a material effect on the assets, businesses or liabilities of Acorn Network Beijing HJX Technology, Acorn Advertising and BATD, without Party A’s prior written consent; f. appoint natural persons designated by Party A to serve as directors of Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology at the request of Party A; g. to the extent permitted by the laws of China, promptly and unconditionally transfer all of its equity interest interests in Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology to Party A or a third party designated by Party A at any time and at the request of Party A and cause other shareholders of Acorn Network Technology, Acorn Advertising and BATD Beijing HJX to waive their right of first refusal with respect to such transfer; h. to the extent permitted by the laws of China, cause other shareholders of Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology (if any) to promptly and unconditionally transfer all of their equity interest in Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology to Party A or a third party designated by Party A at any time and at the request of Party A and waive their right of first refusal with respect to such transfer; i. not approve Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology to distribute dividends to their shareholders in any manner, without Party A’s prior written consent; promptly approve Acorn Network Technology, Acorn Advertising and BATD Beijing HJX Technology to distribute dividends to their shareholders at the request of Party A; j. strictly comply with the provisions of this Agreement, Equity Pledge Agreement and Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity or enforceability of the above agreements.

Party B’s Obligations. (1) As all existing or future shareholders of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATDShanghai HJX Electronic, Party B undertakes during the term of this Agreement that each of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic shall: a. not supplement or amend its articles of association in any manner or increase or decrease its registered capital or change its shareholding structure in any manner, without Party A’s prior written consent; b. prudently and effectively maintain its operation activities according to good financial and business standards and not be dissolved, liquidated or bankrupt; c. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its assets or incomes or create legal encumbrance on the security interest in its assets or incomes, at any time without Party A’s prior written consent; d. not incur, succeed to, guarantee or permit the existence of any debts, except those debts are incurred during its normal business operation or agreed to or confirmed by Party A in advance; e. not enter into any material contract (exceed RMB1 million in value), without Party A’s prior written consent; f. not provide loan or security to any third party, without Party A’s prior written consent; g. provide Party A with all of its operation information and financial conditions at the request of Party A; h. purchase insurance from insurance companies acceptable to Party A in such amounts and of the kinds as are customarily carried and insured against by companies doing similar business and having similar assets in the place where it is located; i. not split or consolidate with, purchase or invest in any third party without Party A’s prior written consent; j. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its assets, business or incomes once it is occurred or is likely to occur; k. not distribute dividends to its shareholders in any manner without Party A’s prior written consent; promptly distribute dividends to its shareholders at the request of Party A; l. strictly comply with the provisions in the Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity and enforceability of the Exclusive Purchase Agreement. (2) Party B undertakes that it shall: a. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in the equity interest held by it in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic or create legal encumbrance on the security interest in such equity interest at any time without Party A’s prior written consent, except as provided in the Equity Pledge Agreement; b. cause the directors appointed by it not to approve the transfer, mortgage or otherwise disposal of the lawful rights and interests in and to the equity interest held by it in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic or the creation of legal encumbrance on the security interest in such equity interest, except to Party A or a third party designated by Party A; c. cause the directors appointed by it not to approve consolidation with, purchase of or investment in a third party by Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic and not to make resolution or matter which is in violation of the warranties made by Party B to Party A in Section 3 hereof, without Party A’s prior written consent; d. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its equity interest once it is occurred or is likely to occur; e. be prohibited from any action or omission which would have a material effect on the assets, businesses or liabilities of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATDShanghai HJX Electronic, without Party A’s prior written consent; f. appoint natural persons designated by Party A to serve as directors of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic at the request of Party A; g. to the extent permitted by the laws of China, promptly and unconditionally transfer all of its equity interest in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to Party A or a third party designated by Party A at any time and at the request of Party A and cause other shareholders of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to waive their right of first refusal with respect to such transfer; h. to the extent permitted by the laws of China, cause other shareholders of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic (if any) to promptly and unconditionally transfer all of their equity interest in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to Party A or a third party designated by Party A at any time and at the request of Party A and waive their right of first refusal with respect to such transfer; i. not approve Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to distribute dividends to their shareholders in any manner, without Party A’s prior written consent; promptly approve Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to distribute dividends to their shareholders at the request of Party A; j. strictly comply with the provisions of this Agreement, Equity Pledge Agreement and Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity or enforceability of the above agreements.

Party B’s Obligations. (1) As all existing or future shareholders of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATDShanghai HJX Electronic, Party B undertakes during the term of this Agreement that each of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic shall: a. not supplement or amend its articles of association in any manner or increase or decrease its registered capital or change its shareholding structure in any manner, without Party A’s prior written consent; b. prudently and effectively maintain its operation activities according to good financial and business standards and not be dissolved, liquidated or bankrupt; c. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its assets or incomes or create legal encumbrance on the security interest in its assets or incomes, at any time without Party A’s prior written consent; d. not incur, succeed to, guarantee or permit the existence of any debts, except those debts are incurred during its normal business operation or agreed to or confirmed by Party A in advance; e. not enter into any material contract (exceed RMB1 million in value), without Party A’s prior written consent; f. not provide loan or security to any third party, without Party A’s prior written consent; g. provide Party A with all of its operation information and financial conditions at the request of Party A; h. purchase insurance from insurance companies acceptable to Party A in such amounts and of the kinds as are customarily carried and insured against by companies doing similar business and having similar assets in the place where it is located; i. not split or consolidate with, purchase or invest in any third party without Party A’s prior written consent; j. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its assets, business or incomes once it is occurred or is likely to occur; k. not distribute dividends to its shareholders in any manner without Party A’s prior written consent; promptly distribute dividends to its shareholders at the request of Party A; l. strictly comply with the provisions in the Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity and enforceability of the Exclusive Purchase Agreement. (2) Party B undertakes that it shall: a. not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in the equity interest held by it in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic or create legal encumbrance on the security interest in such equity interest at any time without Party A’s prior written consent, except as provided in the Equity Pledge Agreement; b. cause the directors appointed by it not to approve the transfer, mortgage or otherwise disposal of the lawful rights and interests in and to the equity interest held by it in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic or the creation of legal encumbrance on the security interest in such equity interest, except to Party A or a third party designated by Party A; c. cause the directors appointed by it not to approve consolidation with, purchase of or investment in a third party by Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic and not to make resolution or matter which is in violation of the warranties made by Party B to Party A in Section 3 hereof, without Party A’s prior written consent; d. promptly notify Party A of any lawsuit, arbitration or administrative dispute with respect to its equity interest once it is occurred or is likely to occur; e. be prohibited from any action or omission which would have a material effect on the assets, businesses or liabilities of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATDShanghai HJX Electronic, without Party A’s prior written consent; f. appoint natural persons designated by Party A to serve as directors of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic at the request of Party A; g. to the extent permitted by the laws of China, promptly and unconditionally transfer all of its equity interest interests in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to Party A or a third party designated by Party A at any time and at the request of Party A and cause other shareholders of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to waive their right of first refusal with respect to such transfer; h. to the extent permitted by the laws of China, cause other shareholders of Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic (if any) to promptly and unconditionally transfer all of their equity interest in Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to Party A or a third party designated by Party A at any time and at the request of Party A and waive their right of first refusal with respect to such transfer; i. not approve Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to distribute dividends to their shareholders in any manner, without Party A’s prior written consent; promptly approve Acorn Network Technology, Acorn Advertising Beijing HJX Technology and BATD Shanghai HJX Electronic to distribute dividends to their shareholders at the request of Party A; j. strictly comply with the provisions of this Agreement, Equity Pledge Agreement and Exclusive Purchase Agreement and be prohibited from any act or omission which would affect the validity or enforceability of the above agreements.