Common use of Pledgors’ Undertakings Clause in Contracts

Pledgors’ Undertakings. 1. During the term of existence of this Agreement, each of the Pledgors undertakes to Party A that: (a) it shall not assign the Equity, not set or allow the existence of any pledge or otherwise encumbrance or any form of third-person security interest that may affect the rights and interests of Party A without the prior written consent of Party A except for assignment of the Equity, as requested by Party A, to Party A or to the person designated by Party A. (b) it shall abide by and perform the provisions of all applicable laws and regulations, and display the notices, instructions or advice, if any, issued or prepared by the authority in charge with regard to pledges to Party A within five working days upon receipt of the same, and take actions as reasonably instructed by Party A. (c) it shall promptly notify Party A of any event or received notice that may affect the Pledgor’s equity or the rights to and in any part thereof, and any event or received notice that may change any of the Pledgor’s obligations hereunder or prevent the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A. 2. The Pledgors agree that the exercise of Party A of its rights under the terms and conditions of this Agreement shall not be interrupted or hampered by the Pledgors or the Pledgors’ successors or assignees or any other persons. 3. Each Pledgor undertakes to Party A that, in order to protect and improve the guarantee under this Agreement for performance of the obligations of the Pledgor and (or) Sogou Information under the Agreements, the Pledgor will make any and all requisite amendments to its articles of association and the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in the Pledged Equity to sign all right certificates and deeds required by Party A, and/or perform and cause other interested parties to perform the actions requested by Party A, provide convenience to Party A for its exercise of the Pledgee’s Right, sign all documents associated with changes to the equity certificate with Party A or with any third party designated by Party A, and provide Party A within a reasonable period with all documents relating to the Pledge that Party A may deem necessary. 4. Each Pledgor undertakes to Party A that, for the interest of Party A, the Pledgor will abide by and perform all its warranties, undertakings, agreements and representations. If the Pledgor fails to perform or to fully perform its warranties, undertakings, agreements or representations, it shall indemnify Party A for any and all losses that Party A may suffer as result thereof.

Pledgors’ Undertakings. 1. During Each Pledgor hereby respectively undertakes to the term of existence of Pledgee as follows, after this Agreement, each Agreement takes effect: 9.1 Without the prior written consent of the Pledgee, the Pledgors undertakes to Party A that: (a) it shall not assign the Equitycreate, not set or allow the existence of to be created, any new pledge or otherwise encumbrance any other security interest over the Pledged Equity Interest. Any pledge or other security interest created over all or any form part of third-person security interest that may affect the rights and interests of Party A Pledged Equity Interest without the prior written consent of Party A except for assignment the Pledgee shall be invalid. 9.2 Without the prior written notice to and the prior written consent of the EquityPledgee, as requested by Party A, the Pledgors shall not transfer the Pledged Equity Interest and all activities of the Pledgors to Party A transfer the Pledged Equity Interest shall be invalid. The proceeds obtained from the Pledgors’ transfer of the Pledged Equity Interest shall be used first to prepay the Secured Liabilities to the Pledgee or to be deposited with a third party as agreed with the person designated by Party A.Pledgee. (b) it shall abide by and perform 9.3 In the provisions event of all applicable laws and regulations, and display the notices, instructions or advice, if any, issued or prepared by the authority in charge with regard to pledges to Party A within five working days upon receipt of the same, and take actions as reasonably instructed by Party A. (c) it shall promptly notify Party A occurrence of any event lawsuit, arbitration or received notice that other claim which may affect have adverse effect on the Pledgor’s equity or the rights to and in any part thereof, and any event or received notice that may change any interests of the Pledgor’s obligations hereunder or prevent the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A. 2. The Pledgors agree that the exercise of Party A of its rights under the terms and conditions of this Agreement shall not be interrupted or hampered by the Pledgors or the Pledgors’ successors Pledgee under the Transaction Documents and this Agreement or assignees or any other personson the Pledged Equity Interest, the Pledgors undertake to notify the Pledgee in writing as soon as possible and in a timely manner, and, as reasonably required by the Pledgee, to take all necessary measures to ensure the pledge interest of the Pledgee over the Pledged Equity Interest. 39.4 The Pledgors undertake to complete the registration formalities to extend the business term of the Company three months before the expiration of the business term of the Company so as to continue the effect of this Agreement. 9.5 The Pledgors shall not take, or allow to be taken, any activity or action which may have adverse effect on the Pledgee’s interest under the Transaction Documents and this Agreement or on the Pledged Equity Interest. Each Pledgor undertakes The Pledgors waive the right of first refusal to Party A thatpurchase the Pledged Equity Interest when the Pledgee realizes its pledge rights. 9.6 The Pledgors shall, in order after this Agreement takes effect, use their best efforts and take all necessary measures to protect and improve register the guarantee Equity Pledge under this Agreement for performance with the relevant administration of industry and commerce as soon as possible, and the Pledgors undertake to, as reasonably required by the Pledgee, take all necessary measures and execute all necessary documents (including but not limited to any agreement supplemental to this Agreement) to ensure the pledge interest of the obligations Pledgee over the Pledged Equity Interest and the exercise and realization thereof. 9.7 If the exercise of the Pledgor and (or) Sogou Information right of pledge under this Agreement results in the Agreementstransfer of any Pledged Equity Interest, the Pledgor will make any Pledgors undertake to take all measures to complete such transfer. 9.8 The Pledgors shall ensure that the convening process, voting methods and all requisite amendments to its articles resolutions of association the shareholders meetings and board meetings of the Company convened for the purpose of the exercise of the right of pledge under this Agreement be not in conflict with the laws, administrative regulations or the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in the Pledged Equity to sign all right certificates and deeds required by Party A, and/or perform and cause other interested parties to perform the actions requested by Party A, provide convenience to Party A for its exercise of the Pledgee’s Right, sign all documents associated with changes to the equity certificate with Party A or with any third party designated by Party A, and provide Party A within a reasonable period with all documents relating to the Pledge that Party A may deem necessaryCompany. 4. Each Pledgor undertakes to Party A that, for the interest of Party A, the Pledgor will abide by and perform all its warranties, undertakings, agreements and representations. If the Pledgor fails to perform or to fully perform its warranties, undertakings, agreements or representations, it shall indemnify Party A for any and all losses that Party A may suffer as result thereof.

Pledgors’ Undertakings. 1. During the term of existence of this Agreement, each of the Pledgors undertakes to Party A that: (a) it shall not assign the Equity, not set or allow the existence of any pledge or otherwise encumbrance or any form of third-person security interest that may affect the rights and interests of Party A without the prior written consent of Party A except for assignment of the Equity, as requested by Party A, to Party A or to the person designated by Party A. (b) it shall abide by and perform the provisions of all applicable laws and regulations, and display the notices, instructions or advice, if any, issued or prepared by the authority in charge with regard to pledges to Party A within five working days upon receipt of the same, and take actions as reasonably instructed by Party A. (c) it shall promptly notify Party A of any event or received notice that may affect the Pledgor’s equity or the rights to and in any part thereof, and any event or received notice that may change any of the Pledgor’s obligations hereunder or prevent the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A. 2. The Pledgors agree that the exercise of Party A of its rights under the terms and conditions of this Agreement shall not be interrupted or hampered by the Pledgors or the Pledgors’ successors or assignees or any other persons. 3. Each Pledgor undertakes to Party A that, in order to protect and improve the guarantee under this Agreement for performance of the obligations of the Pledgor and (or) Sogou Information Tianjin Jinhu under the Agreements, the Pledgor will make any and all requisite amendments to its articles of association and the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in the Pledged Equity to sign all right certificates and deeds required by Party A, and/or perform and cause other interested parties to perform the actions requested by Party A, provide convenience to Party A for its exercise of the Pledgee’s Right, sign all documents associated with changes to the equity certificate with Party A or with any third party designated by Party A, and provide Party A within a reasonable period with all documents relating to the Pledge that Party A may deem necessary. 4. Each Pledgor undertakes to Party A that, for the interest of Party A, the Pledgor will abide by and perform all its warranties, undertakings, agreements and representations. If the Pledgor fails to perform or to fully perform its warranties, undertakings, agreements or representations, it shall indemnify Party A for any and all losses that Party A may suffer as result thereof.

Pledgors’ Undertakings. 16.1. During the term of existence of this Agreement, each the Pledgor undertakes to the Pledgee that the Pledgor: 6.1.1. Without prior written consent of the Pledgors undertakes to Party A that: (a) it Pledgee, shall not assign transfer the Equity, Pledged Equity Interest and shall not set create or allow the existence of any pledge or otherwise encumbrance or any form other forms of third-person security interest that which may affect the Pledgee’s rights and interests of Party A without the prior written consent of Party A except for assignment of the Equity, as requested by Party A, to Party A or to the person designated by Party A.interests; (b) it shall 6.1.2. Will abide by and perform follow the provisions of all applicable laws and regulationsregulations in related to pledge of interests, and display the noticesupon receiving any notice, instructions order or advice, if any, issued direction given or prepared formulated by the relevant authority in charge with regard respect to pledges to Party A the Pledge, will notify the Pledgee of such notice, order or direction within five working (5) days upon the receipt thereof, and comply with such notice, order or direction, or submit any dissenting opinions and statements at the request of the same, and take actions as reasonably instructed by Party A.Pledgee or with the consent of the Pledgee; (c) it shall promptly 6.1.3. The Pledgor will immediately notify Party A the Pledgee of any event or notice received notice that which may possibly affect the Pledgor’s equity Pledged Equity Interests or the rights to and in any part thereofof rights attached, and any other event or received notice that which may possibly change any the warrants and obligations of the Pledgor’s Pledgor under this Agreement, or the performance of the obligations hereunder or prevent by the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A.Pledgor. 26.2. The Pledgors agree that Pledgor agrees that, the exercise of Party A of its rights under granted to the terms and conditions of Pledgee regarding the Pledge in accordance with this Agreement shall not be interrupted or hampered impaired by any legal proceedings initiated by the Pledgors or the Pledgors’ successors or assignees Pledgor, its successors, its authorized persons, or any other personsperson. 36.3. Each The Pledgor undertakes warrants to Party A the Pledgee that, in order to protect and improve for safeguarding or consummating the guarantee Pledgee’s security rights under this Agreement for performance of the obligations of the Pledgor and (or) Sogou Information under the AgreementsAgreement, the Pledgor will make any and all requisite amendments to its articles of association and faithfully sign, or cause the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in materially related to the Pledged Equity Pledge to sign all the right certificates and deeds required by Party Acovenants, and/or perform and cause procure the other interested parties to perform any acts as required by the actions requested by Party APledgee, provide convenience to Party A for its and facilitate the exercise of the Pledgee’s Right, sign all documents associated with changes rights and authorizations granted to the Pledgee hereunder, and enter into any documents related to change of ownership of the equity certificate interests with Party A the Pledges or with any third party its designated by Party Apersons (natural person/legal person), and provide Party A within a reasonable period with to the Pledgee any and all documents notices, orders and decisions relating to the Pledge that Party A may deem necessaryas deemed necessary by the Pledgee within the reasonable period. 46.4. Each The Pledgor undertakes warrants to Party A the Pledgee that, for the interest of Party APledgee’s benefits, the Pledgor will abide by and perform all its warrantiesthe warrants, undertakings, agreements agreements, representations and representationsconditions. If The Pledgor will indemnify the Pledgor fails to perform Pledgee of all losses incurred that is caused by the failure in or to fully perform its warrantiespartial failure in the performance of such warrants, undertakings, agreements agreements, representations or representationsconditions by the Pledgor. 6.5. The Pledgor guarantees to the pledgee that, it together with the other shareholders, the pledgee shall indemnify Party A be jointly liable for any and all losses that Party A may suffer as result thereofthe obligations under this Agreement. 6.6. The Pledgor irrevocably agrees to give up the preemptive right regarding the equity interests pledged to the Pledgee by the other shareholders of the Domestic-funded Company in the event of transfer of equity interests when the Pledgee’s exercising the pledge.

Pledgors’ Undertakings. 1. During Each Pledgor hereby respectively undertake to the term of existence of this Agreement, each Pledgee as follows: 9.1 Without the prior written consent of the Pledgee, the Pledgors undertakes to Party A that: (a) it shall not assign the Equitycreate, not set or allow the existence of to be created, any new pledge or otherwise encumbrance any other security interest over the Pledged Equity Interest. Any pledge or other security interest created over all or any form part of third-person security interest that may affect the rights and interests of Party A Pledged Equity Interest without the prior written consent of Party A except for assignment the Pledgee shall be invalid. 9.2 Without the prior written notice to and the prior written consent of the EquityPledgee, as requested by Party A, the Pledgors shall not transfer the Pledged Equity Interest and all activities of the Pledgors to Party A transfer the Pledged Equity Interest shall be invalid. The proceeds obtained from the Pledgors’ transfer of the Pledged Equity Interest shall be used first to prepay the Secured Liabilities to the Pledgee or to be deposited with a third party as agreed with the person designated by Party A.Pledgee. (b) it shall abide by and perform 9.3 In the provisions event of all applicable laws and regulations, and display the notices, instructions or advice, if any, issued or prepared by the authority in charge with regard to pledges to Party A within five working days upon receipt of the same, and take actions as reasonably instructed by Party A. (c) it shall promptly notify Party A occurrence of any event lawsuit, arbitration or received notice that other claim which may affect have adverse effect on the Pledgor’s equity or the rights to and in any part thereof, and any event or received notice that may change any interests of the Pledgor’s obligations hereunder or prevent the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A. 2. The Pledgors agree that the exercise of Party A of its rights under the terms and conditions of this Agreement shall not be interrupted or hampered by the Pledgors or the Pledgors’ successors Pledgee under the Transaction Documents and this Agreement or assignees or any other personson the Pledged Equity Interest, the Pledgors undertake to notify the Pledgee in writing as soon as possible and in a timely manner, and, as reasonably required by the Pledgee, to take all necessary measures to ensure the pledge interest of the Pledgee over the Pledged Equity Interest. 39.4 The Pledgors undertake to complete the registration formalities to extend the business term of the Company three months before the expiration of the business term of the Company so as to continue the effect of this Agreement. 9.5 The Pledgors shall not take, or allow to be taken, any activity or action which may have adverse effect on the Pledgee’s interest under the Transaction Documents and this Agreement or on the Pledged Equity Interest. Each Pledgor undertakes The Pledgors waive the right of first refusal to Party A thatpurchase the Pledged Equity Interest when the Pledgee realizes its pledge rights. 9.6 The Pledgors shall, in order after the execution of this Agreement, use their best efforts and take all necessary measures to protect and improve register the guarantee Equity Pledge under this Agreement for performance with the relevant administration of industry and commerce as soon as possible, and the Pledgors undertake to, as reasonably required by the Pledgee, take all necessary measures and execute all necessary documents (including but not limited to any agreement supplemental to this Agreement) to ensure the pledge interest of the obligations Pledgee over the Pledged Equity Interest and the exercise and realization thereof. 9.7 If the exercise of the Pledgor and (or) Sogou Information right of pledge under this Agreement results in the Agreementstransfer of any Pledged Equity Interest, the Pledgor will make any Pledgors undertake to take all measures to complete such transfer. 9.8 The Pledgors shall ensure that the convening process, voting methods and all requisite amendments to its articles resolutions of association the shareholders meetings and board meetings of the Company convened for the purpose of the execution of this Agreement, the creation of the right of pledge and the exercise of the right of pledge be not in conflict with the laws, regulations or the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in the Pledged Equity to sign all right certificates and deeds required by Party A, and/or perform and cause other interested parties to perform the actions requested by Party A, provide convenience to Party A for its exercise of the Pledgee’s Right, sign all documents associated with changes to the equity certificate with Party A or with any third party designated by Party A, and provide Party A within a reasonable period with all documents relating to the Pledge that Party A may deem necessaryCompany. 4. Each Pledgor undertakes to Party A that, for the interest of Party A, the Pledgor will abide by and perform all its warranties, undertakings, agreements and representations. If the Pledgor fails to perform or to fully perform its warranties, undertakings, agreements or representations, it shall indemnify Party A for any and all losses that Party A may suffer as result thereof.

Pledgors’ Undertakings. 16.1. During the term of existence of this Agreement, each the Pledgor undertakes to the Pledgee that the Pledgor: 6.1.1. Without prior written consent of the Pledgors undertakes to Party A that: (a) it Pledgee, shall not assign transfer the Equity, Pledged Equity Interest and shall not set create or allow the existence of any pledge or otherwise encumbrance or any form other forms of third-person security interest that which may affect the Pledgee’s rights and interests of Party A without the prior written consent of Party A except for assignment of the Equity, as requested by Party A, to Party A or to the person designated by Party A.interests; (b) it shall 6.1.2. Will abide by and perform follow the provisions of all applicable laws and regulationsregulations in related to pledge of interests, and display the noticesupon receiving any notice, instructions order or advice, if any, issued direction given or prepared formulated by the relevant authority in charge with regard respect to pledges to Party A the Pledge, will notify the Pledgee of such notice, order or direction within five working (5) days upon the receipt thereof, and comply with such notice, order or direction, or submit any dissenting opinions and statements at the request of the same, and take actions as reasonably instructed by Party A.Pledgee or with the consent of the Pledgee; (c) it shall promptly 6.1.3. The Pledgor will immediately notify Party A the Pledgee of any event or notice received notice that which may possibly affect the Pledgor’s equity Pledged Equity Interests or the rights to and in any part thereofof rights attached, and any other event or received notice that which may possibly change any the warrants and obligations of the Pledgor’s Pledgor under this Agreement, or the performance of the obligations hereunder or prevent by the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A.Pledgor. 26.2. The Pledgors agree that Pledgor agrees that, the exercise of Party A of its rights under granted to the terms and conditions of Pledgee regarding the Pledge in accordance with this Agreement shall not be interrupted or hampered impaired by any legal proceedings initiated by the Pledgors or the Pledgors’ successors or assignees Pledgor, its successors, its authorized persons, or any other personsperson. 36.3. Each The Pledgor undertakes warrants to Party A the Pledgee that, in order to protect and improve for safeguarding or consummating the guarantee Pledgee’s security rights under this Agreement for performance of the obligations of the Pledgor and (or) Sogou Information under the AgreementsAgreement, the Pledgor will make any and all requisite amendments to its articles of association and faithfully sign, or cause the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in materially related to the Pledged Equity Pledge to sign all the right certificates and deeds required by Party Acovenants, and/or perform and cause procure the other interested parties to perform any acts as required by the actions requested by Party APledgee, provide convenience to Party A for its and facilitate the exercise of the Pledgee’s Right, sign all documents associated with changes rights and authorizations granted to the Pledgee hereunder, and enter into any documents related to change of ownership of the equity certificate interests with Party A the Pledges or with any third party its designated by Party Apersons (natural person/legal person), and provide Party A within a reasonable period with to the Pledgee any and all documents notices, orders and decisions relating to the Pledge that Party A may deem necessaryas deemed necessary by the Pledgee within the reasonable period. 46.4. Each The Pledgor undertakes warrants to Party A the Pledgee that, for the interest of Party APledgee’s benefits, the Pledgor will abide by and perform all its warrantiesthe warrants, undertakings, agreements agreements, representations and representationsconditions. If The Pledgor will indemnify the Pledgor fails to perform Pledgee of all losses incurred that is caused by the failure in or to fully perform its warrantiespartial failure in the performance of such warrants, undertakings, agreements agreements, representations or representations, it shall indemnify Party A for any and all losses that Party A may suffer as result thereofconditions by the Pledgor.

Pledgors’ Undertakings. 1. During the term of existence of this Agreement, each of the Pledgors undertakes to Party A that: (a) it shall not assign the Equity, not set or allow the existence of any pledge or otherwise encumbrance or any form of third-person security interest that may affect the rights and interests of Party A without the prior written consent of Party A except for assignment of the Equity, as requested by Party A, to Party A or to the person designated by Party A. (b) it shall abide by and perform the provisions of all applicable laws and regulations, and display the notices, instructions or advice, if any, issued or prepared by the authority in charge with regard to pledges to Party A within five working days upon receipt of the same, and take actions as reasonably instructed by Party A. (c) it shall promptly notify Party A of any event or received notice that may affect the Pledgor’s equity or the rights to and in any part thereof, and any event or received notice that may change any of the Pledgor’s obligations hereunder or prevent the Pledgor from performing its obligations hereunder, and shall take actions as reasonably instructed by Party A. 2. The Pledgors agree that the exercise of Party A of its rights under the terms and conditions of this Agreement shall not be interrupted or hampered by the Pledgors or the Pledgors’ successors or assignees or any other persons. 3. Each Pledgor undertakes to Party A that, in order to protect and improve the guarantee under this Agreement for performance of the obligations of the Pledgor and (or) Sogou Information Xx Xx Jia Xun under the Agreements, the Pledgor will make any and all requisite amendments to its articles of association and the articles of association of the Company (if applicable), sign in good faith and cause other parties interested in the Pledged Equity to sign all right certificates and deeds required by Party A, and/or perform and cause other interested parties to perform the actions requested by Party A, provide convenience to Party A for its exercise of the Pledgee’s Right, sign all documents associated with changes to the equity certificate with Party A or with any third party designated by Party A, and provide Party A within a reasonable period with all documents relating to the Pledge that Party A may deem necessary. 4. Each Pledgor undertakes to Party A that, for the interest of Party A, the Pledgor will abide by and perform all its warranties, undertakings, agreements and representations. If the Pledgor fails to perform or to fully perform its warranties, undertakings, agreements or representations, it shall indemnify Party A for any and all losses that Party A may suffer as result thereof.