Common use of Representation, Warranties and Undertakings Clause in Contracts

Representation, Warranties and Undertakings. 3.1 Each of the Authorizing Parties has given the following representations and warranties respectively: 3.1.1 At the date of signing this Agreement and on each Completion Date, each of the Authorizing Parties shall have the power, right, authority and capacity to sign and deliver this Agreement and such Transfer Agreement to which it is a party as is entered into for each Equity transfer in accordance with this Agreement, and to perform its obligations under this Agreement and any transfer agreement. This Agreement together with the Transfer Agreement to which it is a party, when executed, shall constitute a legal, valid and binding obligation on it and shall be enforceable in accordance with its terms; 3.1.2 The execution and delivery of this Agreement or the Transfer Agreement, or the performance by each of the Authorizing Parties of the obligations under the Agreement or the Transfer Agreement will not: (i) violate any relevant laws or regulations of the PRC; (ii) contravene the articles of association or other constitutional documents of Party C; (iii) result in a breach of any agreement or document to which it is a party or binding on it or constitute a breach of any agreement or document to which it is a party or binding on it; (iv) result in the breach of any license or approval granted by the governmental authorities to it; or (v) result in termination or cancellation or imposition of additional conditions of any license or approval granted by the governmental authorities to it; 3.1.3 There is no litigation, arbitration or other judicial or administrative proceedings pending or threatened which may materially affect the performance of this Agreement or any transfer agreement; 3.1.4 The Authorizing Parties hold 100% equity interest in Party C (the “Equity”) in total, in which, Xxxx Xxxxxx held 40% of the equity of Party C, Jiangsu Yunxuetang Network Technology Co., Ltd. held 60% of the Equity of Party C. Each of the Authorizing Parties has good and marketable ownership of the Equity in Party C. Save as agreed under the Control Agreements, the Equity in Party C held by the Authorizing Parties are not subject to any pledge, liability or other third-party encumbrances; 3.1.5 The Authorizing Parties have disclosed to Party A all the circumstances that may materially and adversely affect the performance of this Agreement; 3.1.6 The Stock Option granted by the Authorizing Parties to Party A is exclusive. The Authorizing Parties did not grant the same or similar rights to other third parties in any other way prior to or upon the granting of the Stock Option to Party A. 3.2 Each of the Authorizing Parties has given the following commitments: 3.2.1 During the term of the Agreement, except as agreed under the Control Agreements, the Authorizing Parties will not create any pledge, liability and any other third-party encumbrances over the Equity held by it, or transfer or grant to a third party other than that in the Agreement or dispose of the Equity held by it in any other way; 3.2.2 The Authorizing Parties will not grant the Stock Option or similar rights to any third parties in any form during the term of this Agreement; 3.2.3 During the term of the Agreement, the Authorizing Parties shall use reasonable commercial efforts to procure and ensure that the business operated by Party C conforms with the relevant applicable laws, regulations, rules and other administrative rules and documents promulgated by competent government authorities, and ensure that there is no violation of the above stipulations that may have a material adverse effect on the business or assets operated by the Company; 3.2.4 The Authorizing Parties shall maintain the valid existence of Party C in accordance with good financial and business standards and practices, prudently and effectively operate its business and handle affairs, use its best efforts to obtain and maintain the permits, licenses and approvals required by Party C for its continuous operation, and ensure that such permits, licenses and approvals are not canceled, revoked or declared invalid; 3.2.5 The Authorizing Parties shall provide all the information concerning the operations and financial position of Party C to Party A upon its request; 3.2.6 Before Party A (or its designated third party) exercises the Stock Option to acquire the entire Equity or assets of Party C, except as agreed under the Control Agreements and with the express written consent of Party A, each of the Authorizing Parties shall not: (a) procure Party C to enter into or effect transactions or acts that will materially and adversely affect the assets, responsibilities, operations, Equity and other legal rights of Party C (except for those that incurred in the normal or ordinary course of business and that have been disclosed to and approved in writing by Party A); (b) procure the shareholders’ meeting of Party C to adopt resolutions on the distribution of dividends and bonuses; (c) sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in the Equity of Party C, or allow any other security interest to be created thereon; (d) procure the shareholders’ meeting of Party C to sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in the Equity of Party C, or allow any other security interest to be created thereon; (e) procure the shareholders’ meeting of Party C to approve matters such as the termination, liquidation or dissolution of Party C. 3.2.7 Before Party A (or its designated third party) exercises the Stock Option to acquire the entire Equity or assets of Party C, the Authorizing Parties undertake that: (a) They will immediately notify Party A in writing of any litigation, arbitration or administrative proceedings that have occurred or may occur in relation to the Equity owned by Party A, or circumstances that may have any adverse effect on the Equity; (b) They will procure the shareholders’ meeting of Party C to consider and approve the transfer of the purchased Equity under the Agreement, procure Party C to amend its articles of association to reflect the changes in Party C’s Equity after Party A and/or its designated third party exercise(s) the right under the Agreement and other changes as stated in the Agreement, and immediately apply to the relevant PRC competent authorities for approval (if such approval is required by law) and change of registration, and procure Party C to approve the appointment of Party A and/or its designated third party’s designated person as the director and legal representative of Party C (if necessary) by way of resolution of the shareholders’ meeting; (c) Before Party A and/or its designated third party exercise(s) the right, in order to maintain the legal and valid ownership of the relevant Equity by the Authorizing Parties, they will execute all necessary or proper documents, take all necessary or proper action, and file all necessary or proper complaints or defend all necessary and proper claims to maintain its ownership of the underlying assets; (d) Upon the request of Party A at any time, they will unconditionally transfer its Equity to Party A and/or its designated third party at the time specified by Party A and waive its right of preemption with respect to the transfer of the Equity by other shareholders of Party C based on the instructions of Party A; (e) They shall comply with the stipulations of the Agreement and other agreements entered into jointly or separately by each of the Authorizing Parties and Party A, and earnestly perform all obligations under such agreements, and shall not perform any action or omission that may affect the validity and enforceability of such agreements.

Representation, Warranties and Undertakings. 3.1 Each of the Authorizing Parties has given the following representations and warranties respectively: 3.1.1 At the date of signing this Agreement and on each Completion Date, each of the Authorizing Parties shall have the power, right, authority and capacity to sign and deliver this Agreement and such Transfer Agreement to which it is a party as is entered into for each Equity transfer in accordance with this Agreement, and to perform its obligations under this Agreement and any transfer agreementthe Transfer Agreement. This Agreement together with the Transfer Agreement to which it is a party, when executed, shall constitute a legal, valid and binding obligation on it and shall be enforceable in accordance with its terms; 3.1.2 The execution and delivery of this Agreement or the Transfer Agreement, or the performance by each of the Authorizing Parties of the obligations under the Agreement or the Transfer Agreement will not: (i) violate any relevant laws or and regulations of the PRC; (ii) contravene the articles of association or other constitutional documents of Party C; (iii) result in a breach of any agreement or document to which it is a party or binding on it or constitute a breach of any agreement or document to which it is a party or binding on it; (iv) result in the breach of any license or approval granted by the governmental authorities to it; or (v) result in termination or cancellation or imposition of additional conditions of any license or approval granted by the governmental authorities to it; 3.1.3 There is no litigation, arbitration or other judicial or administrative proceedings pending or threatened which may materially affect the performance of this Agreement or any transfer agreement; 3.1.4 The Authorizing Parties hold 100% equity interest in Party C (the “Equity”) in total, in whichof which Xx Xxxxxxx holds 45.7217%, Xxxx Xxx holds 4.1601%, Xx Xxx holds 2.4120%, Xxxx Xxxxxx held 40% of the equity of Party Cholds 1.2946%, Jiangsu Yunxuetang Network Xx Xxxxxx holds 1.2946%, Beijing Langmafeng Venture Capital Management Co., Ltd. holds 19.7148%, Suzhou New Zhiyun Enterprise Management Consulting Center (limited partnership) (苏州新智云企业管理咨询中心（有限合伙）) holds 9.8359%, Suzhou Dazhi Qihong Enterprise Management Consulting Center (limited partnership) (苏州大致启宏企业管理咨询中心（有限合伙）) holds 5.8440%, Shanghai Ximalaya Technology Co., Ltd. held 60% of the Equity of Party C. holds 4.1667%, Xxxx Xxxxxx holds 2.7778%, and Xxx Xx holds 2.7778%. Each of the Authorizing Parties has good and marketable ownership of the Equity in Party C. Save as agreed under the Control Agreements, the Equity in Party C held by the Authorizing Parties are not subject to any pledgepledges, liability liabilities or other third-party encumbrances; 3.1.5 The Authorizing Parties have disclosed to Party A all the circumstances that may materially and adversely affect the performance of this Agreement; 3.1.6 The Stock Option granted by the Authorizing Parties to Party A is exclusive. The Authorizing Parties did not grant the same or similar rights to other third parties in any other way prior to or upon the granting of the Stock Option to Party A. 3.2 Each of the Authorizing Parties has given the following commitments: 3.2.1 During the term of the Agreement, except as agreed under the Control Agreements, the Authorizing Parties will not create any pledge, liability and any other third-party encumbrances over the Equity held by it, or transfer or grant to a third party other than that in the Agreement or dispose of the Equity held by it in any other way; 3.2.2 The Authorizing Parties will not grant the Stock Option or similar rights to any third parties in any form during the term of this Agreement; 3.2.3 During the term of the Agreement, the Authorizing Parties shall use reasonable commercial efforts to procure and ensure that the business operated by Party C conforms with the relevant applicable laws, regulations, rules and other administrative rules and documents promulgated by competent government authorities, and ensure that there is no violation of the above stipulations that may have a material adverse effect on the business or assets operated by the Company; 3.2.4 The Authorizing Parties shall maintain the valid existence of Party C in accordance with good financial and business standards and practices, prudently and effectively operate its business and handle affairs, use its best efforts to obtain and maintain the permits, licenses and approvals required by Party C for its continuous operation, and ensure that such permits, licenses and approvals are not canceled, revoked or declared invalid; 3.2.5 The Authorizing Parties shall provide all the information concerning the operations and financial position of Party C to Party A upon its request; 3.2.6 Before Party A (or its designated third party) exercises the Stock Option to acquire the entire Equity or assets of Party C, except as agreed under the Control Agreements and with the express written consent of Party A, each of the Authorizing Parties shall not: (a) procure Party C to enter into or effect transactions or acts that will materially and adversely affect the assets, responsibilities, operations, Equity and other legal rights of Party C (except for those that incurred in the normal or ordinary course of business and that have been disclosed to and approved in writing by Party A); (b) procure the shareholders’ meeting of Party C to adopt resolutions on the distribution of dividends and bonuses; (c) sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in the Equity of Party C, or allow any other security interest to be created thereon; (d) procure the shareholders’ meeting of Party C to sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in the Equity of Party C, or allow any other security interest to be created thereon; (e) procure the shareholders’ meeting of Party C to approve matters such as the termination, liquidation or dissolution of Party C. 3.2.7 Before Party A (or its designated third party) exercises the Stock Option to acquire the entire Equity or assets of Party C, the Authorizing Parties undertake that: (a) They will immediately notify Party A in writing of any litigation, arbitration or administrative proceedings that have occurred or may occur in relation to the Equity owned by Party A, or circumstances that may have any adverse effect on the Equity; (b) They will procure the shareholders’ meeting of Party C to consider and approve the transfer of the purchased Equity under the Agreement, procure Party C to amend its articles of association to reflect the changes in Party C’s Equity after Party A and/or its designated third party exercise(s) the right under the Agreement and other changes as stated in the Agreement, and immediately apply to the relevant PRC competent authorities for approval (if such approval is required by law) and change of registration, and procure Party C to approve the appointment of Party A and/or its designated third party’s designated person as the director and legal representative of Party C (if necessary) by way of resolution of the shareholders’ meeting; (c) Before Party A and/or its designated third party exercise(s) the right, in order to maintain the legal and valid ownership of the relevant Equity by the Authorizing Parties, they will execute all necessary or proper documents, take all necessary or proper action, and file all necessary or proper complaints or defend all necessary and proper claims to maintain its ownership of the underlying assets; (d) Upon the request of Party A at any time, they will unconditionally transfer its Equity to Party A and/or its designated third party at the time specified by Party A and waive its right of preemption with respect to the transfer of the Equity by other shareholders of Party C based on the instructions of Party A; (e) They shall comply with the stipulations of the Agreement and other agreements entered into jointly or separately by each of the Authorizing Parties and Party A, and earnestly perform all obligations under such agreements, and shall not perform any action or omission that may affect the validity and enforceability of such agreements.

Representation, Warranties and Undertakings. 3.1 Each of the Authorizing Parties has given the following representations and warranties respectively: 3.1.1 At the date of signing this Agreement and on each Completion Date, each of the Authorizing Parties shall have the power, right, authority and capacity to sign and deliver this Agreement and such Transfer Agreement to which it is a party as is entered into for each Equity transfer in accordance with this Agreement, and to perform its obligations under this Agreement and any transfer agreementthe Transfer Agreement. This Agreement together with the Transfer Agreement to which it is a party, when executed, shall constitute a legal, valid and binding obligation on it and shall be enforceable in accordance with its terms; 3.1.2 The execution and delivery of this Agreement or the Transfer Agreement, or the performance by each of the Authorizing Parties of the obligations under the Agreement or the Transfer Agreement will not: (i) violate any relevant laws or and regulations of the PRC; (ii) contravene the articles of association or other constitutional documents of Party C; (iii) result in a breach of any agreement or document to which it is a party or binding on it or constitute a breach of any agreement or document to which it is a party or binding on it; (iv) result in the breach of any license or approval granted by the governmental authorities to it; or (v) result in termination or cancellation or imposition of additional conditions of any license or approval granted by the governmental authorities to it; 3.1.3 There is no litigation, arbitration or other judicial or administrative proceedings pending or threatened which may materially affect the performance of this Agreement or any transfer agreement; 3.1.4 The Authorizing Parties hold 100% equity interest in Party C (the “Equity”) in total, in whichof which Xx Xxxxxxx holds 27.6661%, Xxxx Xxx holds 4.1601%, Xx Xxx holds 2.4120%, Xxxx Xxxxxx held 40% of the equity of Party Cholds 1.2946%, Jiangsu Yunxuetang Xx Xxxxxx holds 1.2946%, Xx Xxx holds 18.0556%, Beijing Everest Venture Capital Management Co., Ltd. holds 19.7148%, Suzhou New Zhiyun Enterprise Management Consulting Center (limited partnership) (苏州新智云企业管理咨询中心（有限合伙）) holds 9.8359%, Suzhou Dazhi Qihong Enterprise Management Consulting Center (limited partnership) (苏州大致启宏企业管理咨询中心（有限合伙）) holds 5.8440%, Shanghai Zendai Himalaya Network Technology Co., Ltd. held 60% of the Equity of Party C. holds 4.1667%, Xxxx Xxxxxx holds 2.7778%, and Xxx Xx holds 2.7778%. Each of the Authorizing Parties has good and marketable ownership of the Equity in Party C. Save as agreed under the Control Agreements, the Equity in Party C held by the Authorizing Parties are not subject to any pledgepledges, liability liabilities or other third-party encumbrances; 3.1.5 The Authorizing Parties have disclosed to Party A all the circumstances that may materially and adversely affect the performance of this Agreement; 3.1.6 The Stock Option granted by the Authorizing Parties to Party A is exclusive. The Authorizing Parties did not grant the same or similar rights to other third parties in any other way prior to or upon the granting of the Stock Option to Party A. 3.2 Each of the Authorizing Parties has given the following commitments: 3.2.1 During the term of the Agreement, except as agreed under the Control Agreements, the Authorizing Parties will not create any pledge, liability and any other third-party encumbrances over the Equity held by it, or transfer or grant to a third party other than that in the Agreement or dispose of the Equity held by it in any other way; 3.2.2 The Authorizing Parties will not grant the Stock Option or similar rights to any third parties in any form during the term of this Agreement; 3.2.3 During the term of the Agreement, the Authorizing Parties shall use reasonable commercial efforts to procure and ensure that the business operated by Party C conforms with the relevant applicable laws, regulations, rules and other administrative rules and documents promulgated by competent government authorities, and ensure that there is no violation of the above stipulations that may have a material adverse effect on the business or assets operated by the Company; 3.2.4 The Authorizing Parties shall maintain the valid existence of Party C in accordance with good financial and business standards and practices, prudently and effectively operate its business and handle affairs, use its best efforts to obtain and maintain the permits, licenses and approvals required by Party C for its continuous operation, and ensure that such permits, licenses and approvals are not canceled, revoked or declared invalid; 3.2.5 The Authorizing Parties shall provide all the information concerning the operations and financial position of Party C to Party A upon its request; 3.2.6 Before Party A (or its designated third party) exercises the Stock Option to acquire the entire Equity or assets of Party C, except as agreed under the Control Agreements and with the express written consent of Party A, each of the Authorizing Parties shall not: (a) procure Party C to enter into or effect transactions or acts that will materially and adversely affect the assets, responsibilities, operations, Equity and other legal rights of Party C (except for those that incurred in the normal or ordinary course of business and that have been disclosed to and approved in writing by Party A); (b) procure the shareholders’ meeting of Party C to adopt resolutions on the distribution of dividends and bonuses; (c) sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in the Equity of Party C, or allow any other security interest to be created thereon; (d) procure the shareholders’ meeting of Party C to sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in the Equity of Party C, or allow any other security interest to be created thereon; (e) procure the shareholders’ meeting of Party C to approve matters such as the termination, liquidation or dissolution of Party C. 3.2.7 Before Party A (or its designated third party) exercises the Stock Option to acquire the entire Equity or assets of Party C, the Authorizing Parties undertake that: (a) They will immediately notify Party A in writing of any litigation, arbitration or administrative proceedings that have occurred or may occur in relation to the Equity owned by Party A, or circumstances that may have any adverse effect on the Equity; (b) They will procure the shareholders’ meeting of Party C to consider and approve the transfer of the purchased Equity under the Agreement, procure Party C to amend its articles of association to reflect the changes in Party C’s Equity after Party A and/or its designated third party exercise(s) the right under the Agreement and other changes as stated in the Agreement, and immediately apply to the relevant PRC competent authorities for approval (if such approval is required by law) and change of registration, and procure Party C to approve the appointment of Party A and/or its designated third party’s designated person as the director and legal representative of Party C (if necessary) by way of resolution of the shareholders’ meeting; (c) Before Party A and/or its designated third party exercise(s) the right, in order to maintain the legal and valid ownership of the relevant Equity by the Authorizing Parties, they will execute all necessary or proper documents, take all necessary or proper action, and file all necessary or proper complaints or defend all necessary and proper claims to maintain its ownership of the underlying assets; (d) Upon the request of Party A at any time, they will unconditionally transfer its Equity to Party A and/or its designated third party at the time specified by Party A and waive its right of preemption with respect to the transfer of the Equity by other shareholders of Party C based on the instructions of Party A; (e) They shall comply with the stipulations of the Agreement and other agreements entered into jointly or separately by each of the Authorizing Parties and Party A, and earnestly perform all obligations under such agreements, and shall not perform any action or omission that may affect the validity and enforceability of such agreements.