Common use of Party B’s Undertakings Clause in Contracts

Party B’s Undertakings. 10.2.1 Party B will make and sign further actions, behaviors, issues and documents needed for performing the clauses herein so as to enable full achievement of all the expected objectives herein. 10.2.2 Unless otherwise agreed by the Parties, Party B undertakes that on and from the Closing Date it will no longer, directly or indirectly, through any third party, associated company, affiliate or any other entity, engage in any business or activity that is similar to or competes with any of the businesses of Party A. At the same time, Party B commits that it will not (i) take any job in any competitor; (ii) directly or indirectly hold any interests in any competitor; (iii) influence or try to influence any customers, suppliers, employees, consultants or any other third parties that still have contractual or business relationships with Party A so as to terminate or suspend any of such contractual or business relationships or reduce supplied commodities or services; or (iv) solicit or try to solicit Party A or Party A’s employees or consultants. For the purpose of this article, the term “competitor” refers to any individual, company or other entity that engages in any business or activity that is similar to or competes with related businesses. For the specific undertakings of Party B, please see Annex 5 hereto. 10.2.3 Party B hereby, irrevocably and unconditionally, to the maximum extent permissible by law, assigns, transfers and delivers to Party A all the Intellectual Property and all the related rights, property rights and interests it owns in the world relating to mobile phone games and mobile phone application businesses. Party B hereby acknowledges that Party B will not retain any remaining right, ownership or interest for or in any of such Intellectual Property. 10.2.4 If Party B, for any reason, fails to assign and/or transfer any of the rights, property rights and interests mentioned under this article or if any of such assignments and/ or transfers is not approved by or registered (if applicable) with any related governmental organizations, Party B hereby grants to Party A (or its designee) an exclusive, irrevocable, permanent and worldwide permit which can be used for free to reproduce, develop, create, modify, revise, improve, enhance, recompile, translate, create derivatives from, manufacture, market, issue, publish, distribute, sell, license, sub-license, transfer, assign, disseminate and use related intellectual property rights. 10.2.5 Party B commits to take all reasonable preventive measures to maintain the confidential nature of confidential information (please see Article 12.1 herein) in Party B’s related Intellectual Property.

Party B’s Undertakings. 10.2.1 For Party B will make and sign further actions, behaviors, issues and documents needed for performing the clauses herein so as to enable full achievement of all the expected objectives herein. 10.2.2 Unless otherwise agreed by the PartiesA’s benefit, Party B undertakes that that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to 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 from the Closing Date pledge of the equity interest hereunder with the authority in charge of industrial and commercial administration and any other competent authority with which Acorn Network Technology registered its establishment; (3) it shall comply with all the laws and regulations applicable to the pledge of the equity interest hereunder and, within five days of receipt of any notice, order or suggestion the relevant authorities issue or make, forward such notice, order or suggestion to Party A and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will no longeradversely affect, directly or indirectly, through any third party, associated company, affiliate Party A’s pledge right or any of Party B’s warranties or other entityobligations hereunder, engage in it shall promptly notify Party A of such occurrence; (1) it has not taken or, without Party A’s written consent, will not take any business action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or activity that is similar to purchase or competes with sale of any major assets; (2) none of Party B or any of the businesses of Party A. At the same time, Party B commits that it will not (i) take any job in any competitor; (ii) directly its successors or indirectly hold any interests in any competitor; (iii) influence or try to influence any customers, suppliers, employees, consultants representatives or any other third parties that still have contractual party will interfere in, or business relationships with Party A so as to terminate or suspend cause any of such contractual or business relationships or reduce supplied commodities or services; or (iv) solicit or try to solicit Party A or Party A’s employees or consultants. For the purpose of this articledamage to, the term “competitor” refers to any individual, company or other entity that engages in any business or activity that is similar to or competes with related businesses. For pledge of the specific undertakings of Party B, please see Annex 5 hereto. 10.2.3 Party B hereby, irrevocably and unconditionally, to the maximum extent permissible by law, assigns, transfers and delivers 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 Intellectual Property and all the related rights, property rights and interests it owns in the world relating to mobile phone games and mobile phone application businessesprovisions hereof. If Party B hereby acknowledges violates, or fails fully to perform, any of the provisions hereof, Party A shall have the right to require that Party B will not retain compensate it for any remaining right, ownership or interest for or in any of such Intellectual Propertylosses it may suffer as a result. 10.2.4 If Party B, for any reason, fails to assign and/or transfer any of the rights, property rights and interests mentioned under this article or if any of such assignments and/ or transfers is not approved by or registered (if applicable4) with any related governmental organizations, Party B hereby grants it will pledge to Party A (the additional equity in Acorn Network Technology that it obtains after increasing capital contribution to Acorn Network Technology or its designee) an exclusive, irrevocable, permanent and worldwide permit which can be used for free to reproduce, develop, create, modify, revise, improve, enhance, recompile, translate, create derivatives from, manufacture, market, issue, publish, distribute, sell, license, sub-license, transfer, assign, disseminate and use related intellectual property rightspurchasing equity in Acorn Network Technology. 10.2.5 Party B commits to take all reasonable preventive measures to maintain the confidential nature of confidential information (please see Article 12.1 herein) in Party B’s related Intellectual Property.

Party B’s Undertakings. 10.2.1 For Party B will make and sign further actions, behaviors, issues and documents needed for performing the clauses herein so as to enable full achievement of all the expected objectives herein. 10.2.2 Unless otherwise agreed by the PartiesA’s benefit, Party B undertakes that that, during the term hereof, (1) without Party A’s previous written consent, it shall not transfer the equity interest to 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 from the Closing Date pledge of the equity interest hereunder with the authority in charge of industrial and commercial administration and any other competent authority with which Beijing HJX Technology registered its establishment; (3) it shall comply with all the laws and regulations applicable to the pledge of the equity interest hereunder and, within five days of receipt of any notice, order or suggestion the relevant authorities issue or make, forward such notice, order or suggestion to Party A and comply with them at Party A’s reasonable request; (4) If there occurs any such event as has adversely affected, or will no longeradversely affect, directly or indirectly, through any third party, associated company, affiliate Party A’s pledge right or any of Party B’s warranties or other entityobligations hereunder, engage in it shall promptly notify Party A of such occurrence; (5) it has not taken or, without Party A’s written consent, will not take any business action that will adversely affect the status of Party B’s assets, such as raising of loans, provision of security, or activity that is similar to purchase or competes with sale of any major assets; (6) none of Party B or any of the businesses of Party A. At the same time, Party B commits that it will not (i) take any job in any competitor; (ii) directly its successors or indirectly hold any interests in any competitor; (iii) influence or try to influence any customers, suppliers, employees, consultants representatives or any other third parties that still have contractual party will interfere in, or business relationships with Party A so as to terminate or suspend cause any of such contractual or business relationships or reduce supplied commodities or services; or (iv) solicit or try to solicit Party A or Party A’s employees or consultants. For the purpose of this articledamage to, the term “competitor” refers to any individual, company or other entity that engages in any business or activity that is similar to or competes with related businesses. For pledge of the specific undertakings of Party B, please see Annex 5 hereto. 10.2.3 Party B hereby, irrevocably and unconditionally, to the maximum extent permissible by law, assigns, transfers and delivers 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 Intellectual Property and all the related rights, property rights and interests it owns in the world relating to mobile phone games and mobile phone application businessesprovisions hereof. If Party B hereby acknowledges violates, or fails fully to perform, any of the provisions hereof, Party A shall have the right to require that Party B will not retain compensate it for any remaining right, ownership or interest for or in any of such Intellectual Propertylosses it may suffer as a result. 10.2.4 If Party B, for any reason, fails to assign and/or transfer any of the rights, property rights and interests mentioned under this article or if any of such assignments and/ or transfers is not approved by or registered (if applicable) with any related governmental organizations, Party B hereby grants 8) it will pledge to Party A (the additional equity in Beijing HJX Technology that it obtains after increasing capital contribution to Beijing HJX Technology or its designee) an exclusive, irrevocable, permanent and worldwide permit which can be used for free to reproduce, develop, create, modify, revise, improve, enhance, recompile, translate, create derivatives from, manufacture, market, issue, publish, distribute, sell, license, sub-license, transfer, assign, disseminate and use related intellectual property rightspurchasing equity in Beijing HJX Technology. 10.2.5 Party B commits to take all reasonable preventive measures to maintain the confidential nature of confidential information (please see Article 12.1 herein) in Party B’s related Intellectual Property.

Party B’s Undertakings. 10.2.1 11.2.1 Party B will make and sign further actions, behaviors, issues and documents needed for performing the clauses herein so as to enable full achievement of all the expected objectives herein. 10.2.2 11.2.2 Unless otherwise agreed by the Parties, Party B undertakes commits that on and from the Closing Date it Party B will no longer, directly or indirectly, through any third party, associated company, affiliate or any other entity, engage in any business or activity that is similar to or competes with any of the businesses of Party A. A and Shenzhen Subsidiary. At the same time, Party B commits that it will not (i) take any job in offered by any competitor; (ii) directly or indirectly hold any interests in any competitor; (iii) influence or try to influence any customers, suppliers, employees, consultants or any other third parties that still have contractual or business relationships with Party A and Shenzhen Subsidiary so as to terminate or suspend any of such contractual or business relationships or reduce supplied commodities or services; or (iv) solicit or try to solicit Party A and Shenzhen Subsidiary or Party AA and Shenzhen Subsidiary’s employees or consultants. For the purpose of this article, the term “competitor” refers to any individual, company or other entity that engages in any business or activity that is similar to or competes with related businesses. For the specific undertakings commitments of Party B, please see Annex 5 hereto. 10.2.3 11.2.3 Party B hereby, irrevocably and unconditionally, to the maximum extent permissible allowable by law, assigns, transfers and delivers to Party A Shenzhen Subsidiary all the Intellectual Property and all the related rights, property rights and interests it owns in the world relating to mobile phone games and mobile phone application businesses. Party B hereby acknowledges that Party B will not retain any remaining right, ownership or interest for or in any of such Intellectual Property. 10.2.4 11.2.4 If Party B, for any reason, fails to assign and/or transfer any of the rights, property rights and interests mentioned under this article or if any of such assignments and/ or transfers is not approved by or registered (if applicable) with any related governmental organizations, Party B hereby grants to Party A (or its designee) Shenzhen Subsidiary an exclusive, irrevocable, permanent and worldwide permit which can be used for free to reproduce, develop, create, modify, revise, improve, enhance, recompile, translate, create derivatives from, manufacture, market, issue, publish, distribute, sell, license, sub-license, transfer, assign, disseminate and use related intellectual property rights. 10.2.5 11.2.5 Party B commits to take all reasonable preventive measures to maintain the confidential nature of confidential information (please see Article 12.1 16.1 herein) in Party B’s related Intellectual Property. 11.2.6 From the Closing Date, Party B shall immediately stop all of its business operations. 11.2.7 Party B and Party A jointly notify business-related persons of the transfer of assets by jointly sending letters to such persons. 11.2.8 Party B will continue to provide Party A with all related assets and assistance so that Party A may carry out such business operations. 11.2.9 Party B will continue to provide the assistance as described in Article 6.1.2 (2) and Article 6.1.3; and 11.2.10 If Party B receives from any supplier, customer, etc. any inquiry or telephone call regarding the above-said transfer, it shall immediately notify Party A and work with Party A in determining the response method.