Common use of Party B’s Undertakings Clause in Contracts

Party B’s Undertakings. relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessary actions to ensure that the Company: 5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7 will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights or operations.

Party B’s Undertakings. relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessary actions to ensure that Loan Agreement - 7 - the Company: 5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7 will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Interest Pledge Agreement, the Equity Option Agreement and the Power of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights or operations.

Party B’s Undertakings. relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessary actions to ensure that the Company: 5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan Loans without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7 will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights or operations.

Party B’s Undertakings. relating 1. During the term of the Agreement, Party B undertakes to Party A for Party A’s interests that, Party B will: (1) After there are enforceable pledge registration procedures with the Companyindustrial and commercial administrative department where Wuhan Baina Information is registered, the pledge hereunder shall be registered in administrative department for industry and commerce under the Agreement. (2) without Party A’s prior written consent, shall not transfer the ownership, create or permit any pledge that may affect any of Party A’s rights and interests. (3) abide by and implement all relevant laws and regulations on pledge right, and upon receipt of the notices, instructions or advices sent or formulated by the relevant competent authority on the pledge right, present within 5 days the above notices, instructions or advices to Party A and at the same time abide by the same or raise objections and statements with respect to above matters at Party A’s reasonable request or with Party A’s consent. (4) promptly notify Party A of any events that may have an impact on Party B’s rights of the equity or any portion thereof or any notices received, as well as of any changes to any undertakings or obligations hereunder or any events that may have an impact or any notices received. 2. Party B commits that, Party A’s exercise of its rights under the Agreement shall not be interrupted or jeopardized by Party B or its heirs or principal or any other persons through legal process. 3. Party B undertakes to vote his total interest Party A, to protect or improve the guarantee provided by the Agreement for the obligations of Party B and Wuhan Baina Information under the agreement, that Party B signs in faith and causes other interested parties to sign all certificates or contracts as required by Party A and / or performs and causes other interested parties to fulfill the acts as required by Party A, and facilitates the exercise of the rights and authorizations empowered by the Agreement to Party A. 4. Party B undertakes to Party A to sign all relevant change documents regarding ownership certificate (if applicable and necessary) with Party A or its designated person (natural person / legal entity), and within a reasonable period, provide Party A with all relevant notice, orders and decisions in connection with the pledge right it deems necessary. 5. Party B undertakes to Party A, in the Company and to take all other necessary actions to ensure that the Company: 5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent interests of Party A; 5.1.3 , Party B will not sellabide by and perform all guarantees, transferpromises, mortgageagreements, pledgerepresentations and conditions. Otherwise, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs to B shall compensate Party A upon for all the request of Party A; 5.1.7 will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights or operationslosses thus incurred.

Party B’s Undertakings. relating to the Company. For Party A’s benefit, Party B undertakes that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to vote his total be pledged hereunder or create any other pledge or encumbrance on such equity interest; (2) within fifteen business days of execution hereof, it shall complete the procedure for registration of this Agreement and the pledge of the equity interest hereunder with the authority in the Company charge of industrial and to take all commercial administration and any other necessary actions to ensure that the Company:competent authority with which Shanghai HJX Electronic registered its establishment; 5.1.1 will obtain or complete (3) it shall comply with all the necessary governmental approvalslaws and regulations applicable to the pledge of the equity interest hereunder and, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope within five days of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose receipt of any assetnotice, business order or legal suggestion the relevant authorities issue or beneficial interestmake, forward such notice, order or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs suggestion to Party A upon the request and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will adversely affect, Party A’s pledge right or any of Party A; 5.1.7 will not mergeB’s warranties or other obligations hereunder, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and it shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of such occurrence; (5) it has not taken or, without Party A’s written consent, will not take any action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or purchase or sale of any major assets; (6) none of Party B or any of its successors or representatives or any other third party will interfere in, or cause any damage to, the pledge of the occurrence equity interest to Party A hereunder; and (7) it will comply with and perform all of its warranties, undertakings, agreements and representations hereunder and the provisions hereof. If Party B violates, or fails fully to perform, any event which of the provisions hereof, Party A shall have the right to require that Party B compensate it for any losses it may materially affect its assets, obligations, rights or operationssuffer as a result.

Party B’s Undertakings. relating to the Company. For Party A’s benefit, Party B undertakes that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to vote his total be pledged hereunder or create any other pledge or encumbrance on such equity interest; (2) within seven business days of execution hereof, it shall complete the procedure for registration of this Agreement and the pledge of the equity interest hereunder with the authority in the Company charge of industrial and to take all commercial administration and any other necessary actions to ensure that the Company:competent authority with which Beijing Acorn registered its establishment; 5.1.1 will obtain or complete (3) it shall comply with all the necessary governmental approvalslaws and regulations applicable to the pledge of the equity interest hereunder and, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope within five days of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose receipt of any assetnotice, business order or legal suggestion the relevant authorities issue or beneficial interestmake, forward such notice, order or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs suggestion to Party A upon the request and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will adversely affect, Party A’s pledge right or any of Party A; 5.1.7 will not mergeB’s warranties or other obligations hereunder, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and it shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of such occurrence; (1) it has not taken or, without Party A’s written consent, will not take any action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or purchase or sale of any major assets; (2) none of Party B or any of its successors or representatives or any other third party will interfere in, or cause any damage to, the pledge of the occurrence equity interest to Party A hereunder; and (3) it will comply with and perform all of its warranties, undertakings, agreements and representations hereunder and the provisions hereof. If Party B violates, or fails fully to perform, any event which of the provisions hereof, Party A shall have the right to require that Party B compensate it for any losses it may materially affect its assets, obligations, rights suffer as a result. (4) it will pledge to Party A the additional equity in Beijing Acorn that it obtains after increasing capital contribution to Beijing Acorn or operationspurchasing equity in Beijing Acorn.

Party B’s Undertakings. relating to the Company. For Party A’s benefit, Party B undertakes that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to vote his total be pledged hereunder or create any other pledge or encumbrance on such equity interest; (2) within fifteen business days of execution hereof, it shall complete the procedure for registration of this Agreement and the pledge of the equity interest hereunder with the authority in the Company charge of industrial and to take all commercial administration and any other necessary actions to ensure that the Company:competent authority with which Beijing HJX Technology registered its establishment; 5.1.1 will obtain or complete (3) it shall comply with all the necessary governmental approvalslaws and regulations applicable to the pledge of the equity interest hereunder and, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope within five days of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose receipt of any assetnotice, business order or legal suggestion the relevant authorities issue or beneficial interestmake, forward such notice, order or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs suggestion to Party A upon the request and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will adversely affect, Party A’s pledge right or any of Party A; 5.1.7 will not mergeB’s warranties or other obligations hereunder, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and it shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of such occurrence; (5) it has not taken or, without Party A’s written consent, will not take any action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or purchase or sale of any major assets; (6) none of Party B or any of its successors or representatives or any other third party will interfere in, or cause any damage to, the pledge of the occurrence equity interest to Party A hereunder; and (7) it will comply with and perform all of its warranties, undertakings, agreements and representations hereunder and the provisions hereof. If Party B violates, or fails fully to perform, any event which of the provisions hereof, Party A shall have the right to require that Party B compensate it for any losses it may materially affect its assets, obligations, rights or operationssuffer as a result.

Party B’s Undertakings. relating to the Company. For Party A’s benefit, Party B undertakes that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to vote his total be pledged hereunder or create any other pledge or encumbrance on such equity interest; (2) within seven business days of execution hereof, it shall complete the procedure for registration of this Agreement and the pledge of the equity interest hereunder with the authority in the Company charge of industrial and to take all commercial administration and any other necessary actions to ensure that the Company:competent authority with which Beijing Acorn registered its establishment; 5.1.1 will obtain or complete (3) it shall comply with all the necessary governmental approvalslaws and regulations applicable to the pledge of the equity interest hereunder and, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope within five days of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose receipt of any assetnotice, business order or legal suggestion the relevant authorities issue or beneficial interestmake, forward such notice, order or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs suggestion to Party A upon the request and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will adversely affect, Party A’s pledge right or any of Party A; 5.1.7 will not mergeB’s warranties or other obligations hereunder, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and it shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of such occurrence; (5) it has not taken or, without Party A’s written consent, will not take any action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or purchase or sale of any major assets; (6) none of Party B or any of its successors or representatives or any other third party will interfere in, or cause any damage to, the pledge of the occurrence equity interest to Party A hereunder; and (7) it will comply with and perform all of its warranties, undertakings, agreements and representations hereunder and the provisions hereof. If Party B violates, or fails fully to perform, any event which of the provisions hereof, Party A shall have the right to require that Party B compensate it for any losses it may materially affect its assets, obligations, rights or operationssuffer as a result.

Party B’s Undertakings. relating to the Company. For Party A’s benefit, Party B undertakes that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to vote his total be pledged hereunder or create any other pledge or encumbrance on such equity interest; (2) within seven business days of execution hereof, it shall complete the procedure for registration of this Agreement and the pledge of the equity interest hereunder with the authority in the Company charge of industrial and to take all commercial administration and any other necessary actions to ensure that the Company:competent authority with which registered its establishment; 5.1.1 will obtain or complete (3) it shall comply with all the necessary governmental approvalslaws and regulations applicable to the pledge of the equity interest hereunder and, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope within five days of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose receipt of any assetnotice, business order or legal suggestion the relevant authorities issue or beneficial interestmake, forward such notice, order or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs suggestion to Party A upon the request and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will adversely affect, Party A’s pledge right or any of Party A; 5.1.7 will not mergeB’s warranties or other obligations hereunder, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and it shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of such occurrence; (5) it has not taken or, without Party A’s written consent, will not take any action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or purchase or sale of any major assets; (6) none of Party B or any of its successors or representatives or any other third party will interfere in, or cause any damage to, the pledge of the occurrence equity interest to Party A hereunder; and (7) it will comply with and perform all of its warranties, undertakings, agreements and representations hereunder and the provisions hereof. If Party B violates, or fails fully to perform, any event which of the provisions hereof, Party A shall have the right to require that Party B compensate it for any losses it may materially affect its assets, obligations, rights or operationssuffer as a result.

Party B’s Undertakings. relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessary actions to ensure that the Companythat: 5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure (1) without the prior written consent of Party A; 5.1.3 , it will not at any time after the execution date hereof sell, transfer, mortgage, pledge, grant any option rights mortgage or otherwise dispose of any asset, business or legal or beneficial interest, interest in any equity or permit allow the creation of any other security encumbrance thereon, with the exception of the pledge created on the equity interest over of Party B under the same without relevant pledge agreement of Party B; (2) it will cause the shareholders’ meeting of Party C, not to approve, in the absence of prior written consent agreement of Party A, any sale, transfer, mortgage or other disposal of any legal or beneficial interest in any equity or any creation of any encumbrance thereon, with the exception of the pledge created on the equity interest of Party B under the relevant pledge agreement of Party B; 5.1.4 (3) it will cause the shareholders’ meeting of Party C, not incurto approve, inherit, warrant or permit in the existence absence of any Loan without the prior written consent agreement of Party A, any merger or consolidation of Party C with any person, or any acquisition of or investment in any person by Party C; 5.1.5 (4) it will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation timely notify Party A of any party without actual or potential suit, arbitration or administrative proceeding in connection with the prior written consent equity interest held by it; (5) it will cause the shareholders’ meeting of Party AC to approve the transfer of the Acquired Equity hereunder; 5.1.6 (6) it will provide execute all information relating such documents, actively take all such actions and/or lodge all such charges, or raise all such defenses against claims, as are necessary or appropriate for the maintenance of its title to all of its operations and financial affairs to Party A upon equity interests; (7) it will appoint at the request of Party AA any person nominated by Party A to the board of Party C; 5.1.7 (8) it will not merge, consolidate with any third party, or acquire or invest in any third party, without at the prior written consent request of Party A; 5.1.8 will notify Party A immediately should and unconditionally transfer at any legal action, arbitration time its equity interest to Party A or administrative procedure relating to its assets, operations or income arises or is likely to ariseDesignees and will waive any of its preemptive rights respecting any such equity transfer by other shareholders; 5.1.9 (9) it will execute strictly comply with the provisions of this Contract and other contracts entered into by and between Party A, Party B and Party C either on a three-party basis or on a two-party basis, will effectively fulfill all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions obligations under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement Contract and the Power of Attorney such other contracts and shall not cause will refrain from any act action or omission inaction sufficient to take place which may impair affect the validity and or enforceability of those documentsthis Contract and such other contracts; and 5.1.12 will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights or operations.

Party B’s Undertakings. relating to the Company. For Party A’s benefit, Party B undertakes that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to vote his total be pledged hereunder or create any other pledge or encumbrance on such equity interest; (2) within seven business days of execution hereof, it shall complete the procedure for registration of this Agreement and the pledge of the equity interest hereunder with the authority in the Company charge of industrial and to take all commercial administration and any other necessary actions to ensure that the Company:competent authority with which HJX Electronic registered its establishment; 5.1.1 will obtain or complete (3) it shall comply with all the necessary governmental approvalslaws and regulations applicable to the pledge of the equity interest hereunder and, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope within five days of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose receipt of any assetnotice, business order or legal suggestion the relevant authorities issue or beneficial interestmake, forward such notice, order or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs suggestion to Party A upon the request and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will adversely affect, Party A’s pledge right or any of Party A; 5.1.7 will not mergeB’s warranties or other obligations hereunder, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and it shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of such occurrence; (1) it has not taken or, without Party A’s written consent, will not take any action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or purchase or sale of any major assets; (2) none of Party B or any of its successors or representatives or any other third party will interfere in, or cause any damage to, the pledge of the occurrence equity interest to Party A hereunder; and (3) it will comply with and perform all of its warranties, undertakings, agreements and representations hereunder and the provisions hereof. If Party B violates, or fails fully to perform, any event which of the provisions hereof, Party A shall have the right to require that Party B compensate it for any losses it may materially affect its assets, obligations, rights suffer as a result. (4) it will pledge to Party A the additional equity in HJX Electronic that it obtains after increasing capital contribution to HJX Electronic or operationspurchasing equity in HJX Electronic.

Party B’s Undertakings. relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessary actions to ensure that the Company: 5.1.1 will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7 will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without Loan Agreement - 8 - the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Interest Pledge Agreement, the Equity Option Agreement and the Power of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights or operations.

Party B’s Undertakings. relating to the Company. For Party A’s benefit, Party B undertakes that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to vote his total be pledged hereunder or create any other pledge or encumbrance on such equity interest; (2) within seven business days of execution hereof, it shall complete the procedure for registration of this Agreement and the pledge of the equity interest hereunder with the authority in the Company charge of industrial and to take all commercial administration and any other necessary actions to ensure that the Company:competent authority with which Acorn Network Technology registered its establishment; 5.1.1 will obtain or complete (3) it shall comply with all the necessary governmental approvalslaws and regulations applicable to the pledge of the equity interest hereunder and, authorizations, licenses, registrations and filing procedures to own its assets and to engage in the businesses specified in the operational scope within five days of its business license; 5.1.2 will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce its registered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3 will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose receipt of any assetnotice, business order or legal suggestion the relevant authorities issue or beneficial interestmake, forward such notice, order or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4 will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5 will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any party without the prior written consent of Party A; 5.1.6 will provide all information relating to its operations and financial affairs suggestion to Party A upon the request and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will adversely affect, Party A’s pledge right or any of Party A; 5.1.7 will not mergeB’s warranties or other obligations hereunder, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8 will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations or income arises or is likely to arise; 5.1.9 will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriate defenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10 will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11 will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney and it shall not cause any act or omission to take place which may impair the validity and enforceability of those documents; and 5.1.12 will promptly notify Party A in writing of such occurrence; (5) it has not taken or, without Party A’s written consent, will not take any action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or purchase or sale of any major assets; (6) none of Party B or any of its successors or representatives or any other third party will interfere in, or cause any damage to, the pledge of the occurrence equity interest to Party A hereunder; and (7) it will comply with and perform all of its warranties, undertakings, agreements and representations hereunder and the provisions hereof. If Party B violates, or fails fully to perform, any event which of the provisions hereof, Party A shall have the right to require that Party B compensate it for any losses it may materially affect its assets, obligations, rights or operationssuffer as a result.