Common use of Representations and Warranties of the Pledgor Clause in Contracts

Representations and Warranties of the Pledgor. The Pledgor makes the following representations and warranties when signing the Agreement, and acknowledges that the Pledgee has relied on such representations and warranties to sign and perform the Agreement: 5.1 If the Pledgor is a natural person, the Pledgor is a Chinese citizen that has full capacity for civil conduct to sign and perform the Agreement and bear legal responsibilities under the Agreement. If the Pledgor is a legal person, it is a limited liability company that is incorporated and in good standing under Chinese laws, and has full and independent legal capacity to enter into, sign and perform the Agreement. 5.2 The Pledgor is the legal owner of the Stocks hereunder, and has the right to provide guarantees to the Pledgee in respect of such Stocks. 5.3 Since the signing of the Agreement until the date when the Pledgee exercises the Right of Pledge according to Article 2.4 hereunder, no other party shall file a claim against or intervene with the Pledgee’s exercise or realization of its rights hereunder even if such claim or intervention is permitted by law or justified. 5.4 The Pledgee is entitled to exercise the Right of Pledge according to laws and the Agreement. 5.5 The Pledgor has acquired all required corporate authority and has not violated any applicable laws or regulations when signing the Agreement and performing its obligations hereunder. The representatives that sign the Agreement have been duly and legally authorized. 5.6 Except the Pledge hereunder, the Stocks owned by the Pledgor is not subject to any other encumbrance or any third-party security interest in any form (including but not limited to pledges), and the ownership of the Stocks is not subject to any dispute. 5.7 There is no any ongoing or potential civil, administrative or criminal lawsuit, administrative punishment or arbitration in respect of the Stocks. The Pledgor is not and will not be subject to any pending or potential claim, dispute, lawsuit, arbitration, administrative proceeding or any other legal proceeding that may seriously or negatively impact the Pledgor’s capability of performing the Agreement. 5.8 There are no overdue taxes or fees, or any pending legal proceedings or formalities that should have been paid or completed in respect of the Stocks. 5.9 All the terms and provisions hereunder reflect the true intention of the Pledgor, and shall be binding upon the Pledgor. The Agreement will become binding upon the Pledgor and legally enforceable upon signing.

Representations and Warranties of the Pledgor. The Pledgor makes hereby severally and jointly represent and warrant to the following representations Pledgee that: 7.1. The Pledgor are Chinese citizens and/or legal persons with full capacity, and warranties when signing the they all have full and independent legal status and ability, and have been duly authorized to sign, deliver and perform this Agreement, and acknowledges that they can act independently as the Pledgee has relied on such representations and warranties to sign and perform the Agreement:subject of litigation. 5.1 If the Pledgor is a natural person, the Pledgor is a Chinese citizen that has full capacity for civil conduct to sign and perform the Agreement and bear legal responsibilities under the Agreement7.2. If the Pledgor is a legal person, it The company holding shares is a limited liability company that which is incorporated properly registered and lawfully maintained in good standing under Chinese laws, accordance with PRC laws and has full an independent legal personality. It has the complete and independent legal status and legal capacity to enter intosign, sign deliver and perform fulfill this Agreement, and can independently act as the subject of litigation. It has complete authority and authorization for the signing and delivery of this Agreement and all other documents relating to the transaction described in this Agreement, and the complete authority and authorization of the documents to be signed, and to complete the complete power and authority to complete the Transactions described in this Agreement. 5.2 The 7.3. All reports, documents and information prepared by the Pledgor to the Pledgee before the effective date of this Agreement, all matters relating to the Pledgor and the requirements of this Agreement are true, accurate and effective in all substantive respects on the effective date of this Agreement. 7.4. All reports, documents and information prepared by the Pledgor to the Pledgee after the effective date of this Agreement, all matters relating to the Pledgor and the requirements of this Agreement are true, accurate and effective in all substantive respects at the time of preparing those. 7.5. When this Agreement comes into effect, the Pledgor is the sole legal owner of the Stocks hereunderpledge, and there is no dispute about the ownership of the pledge. The Pledgor has the right to provide guarantees dispose of the pledge and any part thereof. 7.6. In addition to the rights set in the pledge on the pledge by this Agreement and the rights set under the transaction agreement, there are no other security interests or the rights and interests of the third party on the pledge. 7.7. A pledge can be made in accordance with the law and transferred, and the Pledgor has full rights to pledge the pledge to the Pledgee in respect of such Stocks. 5.3 Since the signing of the Agreement until the date when the Pledgee exercises the Right of Pledge according to Article 2.4 hereunder, no other party shall file a claim against or intervene with the Pledgee’s exercise or realization provisions of its rights hereunder even if such claim or intervention is permitted by law or justified. 5.4 The Pledgee is entitled to exercise the Right of Pledge according to laws and the this Agreement. 5.5 The Pledgor has acquired all required corporate authority and has not violated any applicable laws or regulations when signing the Agreement and performing its obligations hereunder7.8. The representatives that sign the Agreement have been This agreement is duly and legally authorized. 5.6 Except the Pledge hereunder, the Stocks owned signed by the Pledgor is and constitutes a lawful, effective and binding obligation to the Pledgor. 7.9. The signing and performance of this Agreement and the consent of any third party under this Agreement shall be obtained, permission, waiver, authorization, or approval, permission, waiver or registration or filing procedures (if required by law) of any government agency are obtained or processed and shall be fully effective within the validity of this Agreement. 7.10. The Pledgor does not subject to violate or contradict with any other encumbrance of its applicable laws, any agreement binding on one party or its assets, any third-party court decision, any arbitral agency’s decision, and any administrative authority’s decision while comparing with the Pledgor sign and perform this Agreement. 7.11. The equity pledge under this Agreement constitutes a security interest in any form (including but not limited to pledges), and the ownership first order of the Stocks is not subject to any disputepledge. 5.7 There 7.12. All taxes and charges payable on the acquisition of the property have been paid in full by the Pledgor. 7.13. In any court or arbitral tribunal, there is no any ongoing litigation, legal procedure or potential civilrequest known as a threat to the xxxxxxx, administrative or criminal lawsuitof its property, administrative punishment or arbitration in respect of the Stocks. The Pledgor pledge, or in any government agency or administrative organ, which is not and will not be subject unknown to any pending or potential claim, dispute, lawsuit, arbitration, administrative proceeding or any other legal proceeding that may seriously or negatively impact the Pledgor’s capability of performing the Agreement. 5.8 There are no overdue taxes or fees, or any pending its property, or the pledge, or to the quality of the Pledgor. A threat of litigation, legal proceedings or formalities that should requests will have been paid or completed in respect of a significant negative impact on the Stocks. 5.9 All the terms and provisions hereunder reflect the true intention economic situation of the Pledgor, or its ability to fulfil its obligations and shall be binding upon the Pledgorsecurity responsibilities under this Agreement. 7.14. The Agreement Pledgor will become binding upon assure the Pledgor Pledgee that the afore-mentioned statement and legally enforceable upon signingguarantee will be true and correct at any time before the contract obligation is fully fulfilled or the guarantee is fully liquidated, and will be fully observed.

Representations and Warranties of the Pledgor. The Pledgor makes hereby severally and jointly represent and warrant to the following representations Pledgee that: 7.1. The Pledgor are Chinese citizens and/or legal persons with full capacity, and warranties when signing the they all have full and independent legal status and ability, and have been duly authorized to sign, deliver and perform this Agreement, and acknowledges that they can act independently as the Pledgee has relied on such representations and warranties to sign and perform the Agreement:subject of litigation. 5.1 If the Pledgor is a natural person, the Pledgor is a Chinese citizen that has full capacity for civil conduct to sign and perform the Agreement and bear legal responsibilities under the Agreement7.2. If the Pledgor is a legal person, it The company holding shares is a limited liability company that which is incorporated properly registered and lawfully maintained in good standing under Chinese laws, accordance with PRC laws and has full an independent legal personality. It has the complete and independent legal status and legal capacity to enter intosign, sign deliver and perform fulfill this Agreement, and can independently act as the subject of litigation. It has complete authority and authorization for the signing and delivery of this Agreement and all other documents relating to the transaction described in this Agreement, and the complete authority and authorization of the documents to be signed, and to complete the complete power and authority to complete the Transactions described in this Agreement. 5.2 The 7.3. All reports, documents and information prepared by the Pledgor to the Pledgee before the entry into force of this Agreement, all matters relating to the Pledgor and the requirements of this Agreement are true, accurate and effective in all substantive respects at the time of the entry into force of this Agreement. 7.4. All reports, documents and information prepared by the Pledgor to the Pledgee after the entry into force of this Agreement, all matters relating to the Pledgor and the requirements of this Agreement are true, accurate and effective in all substantive respects at the time of the entry into force of this Agreement. 7.5. When this Agreement comes into effect, the Pledgor is the sole legal owner of the Stocks hereunderpledge, and there is no dispute about the ownership of the pledge. The Pledgor has the right to provide guarantees dispose of the pledge and any part thereof. 7.6. In addition to the rights set in the pledge on the pledge by this Agreement and the rights set under the Transaction Documents, there are no other security interests or the rights and interests of the third party on the pledge. 7.7. A pledge can be made in accordance with the law and transferred, and the Pledgor has full rights to pledge the pledge to the Pledgee in respect of such Stocks. 5.3 Since the signing of the Agreement until the date when the Pledgee exercises the Right of Pledge according to Article 2.4 hereunder, no other party shall file a claim against or intervene with the Pledgee’s exercise or realization provisions of its rights hereunder even if such claim or intervention is permitted by law or justified. 5.4 The Pledgee is entitled to exercise the Right of Pledge according to laws and the this Agreement. 5.5 The Pledgor has acquired all required corporate authority and has not violated any applicable laws or regulations when signing the Agreement and performing its obligations hereunder7.8. The representatives that sign the Agreement have been This agreement is duly and legally authorized. 5.6 Except the Pledge hereunder, the Stocks owned signed by the Pledgor is and constitutes a lawful, effective and binding obligation to the Pledgor. 7.9. The signing and performance of this Agreement and the consent of any third party under this Agreement shall be obtained, permission, waiver, authorization, or approval, permission, waiver or registration or filing procedures (if required by law) of any government agency are obtained or processed and shall be fully effective within the validity of this Agreement. 7.10. The Pledgor does not subject to violate or contradict with any other encumbrance of its applicable laws, any agreement binding on one party or its assets, any third-party court decision, any arbitral agency’s decision, and any administrative authority’s decision while comparing with the Pledgor sign and perform this Agreement. 7.11. The equity pledge under this Agreement constitutes a security interest in any form (including but not limited to pledges), and the ownership first order of the Stocks is not subject to any disputepledge. 5.7 There 7.12. All taxes and charges payable on the acquisition of the property have been paid in full by the Pledgor. 7.13. In any court or arbitral tribunal, there is no any ongoing litigation, legal procedure or potential civilrequest known as a threat to the xxxxxxx, administrative or criminal lawsuitof its property, administrative punishment or arbitration in respect of the Stocks. The Pledgor pledge, or in any government agency or administrative organ, which is not and will not be subject unknown to any pending or potential claim, dispute, lawsuit, arbitration, administrative proceeding or any other legal proceeding that may seriously or negatively impact the Pledgor’s capability of performing the Agreement. 5.8 There are no overdue taxes or fees, or any pending its property, or the pledge, or to the quality of the Pledgor. A threat of litigation, legal proceedings or formalities that should requests will have been paid or completed in respect of a significant negative impact on the Stocks. 5.9 All the terms and provisions hereunder reflect the true intention economic situation of the Pledgor, or its ability to fulfil its obligations and shall be binding upon the Pledgorsecurity responsibilities under this Agreement. 7.14. The Agreement Pledgor will become binding upon assure the Pledgor Pledgee that the afore-mentioned statement and legally enforceable upon signingguarantee will be true and correct at any time before the contract obligation is fully fulfilled or the guarantee is fully liquidated, and will be fully observed.

Representations and Warranties of the Pledgor. 6.1 The Pledgor makes is the legal holder of the pledged equity with the full right to sign the Agreement and fulfill the obligations hereof, and its signing, submission and performance of the Agreement and any related agreements shall not violate the followings due to time limit and/or any action or event or any other causes: 6.1.1 Any establishment documents of the Target Company; 6.1.2 Any laws that the Pledgor and the Target Company shall comply with; or 6.1.3 Any provisions and any obligations in written or oral documents that are signed by the Pledgor and the Target Company and become effective, including contracts, agreements and memorandum, etc. 6.2 Unless otherwise specified herein, to the extent permitted by Chinese laws, the Pledgee shall not face the interference from any other party once it exercises the Pledgee’s rights according to the Pledge Agreement. 6.3 Unless otherwise specified herein, to the extent permitted by Chinese laws, the Pledgee shall be entitled to dispose or transfer the pledge in the manner prescribed herein and the Pledgor shall unconditionally coordinate, 6.4 Except for the Pledgee, the Pledgor has not establish any other pledge rights or other encumbrances on the equity; the ownership of such pledged equity is not disputed, free of the restriction of other legal proceeding, and can be pledged and transferred pursuant to applicable laws; 6.5 During the validity period of the Agreement, the Pledgor hereby undertakes to strictly fulfill the following representations obligations for the Pledgee, and warranties when procure the Target Company to fulfill relevant obligations as the shareholder of the Target Company: 6.5.1 Except the transfer of the equity of the Target Company to the Pledgee or the assignee of the Pledgee in accordance with Exclusive Option Agreement, without the prior consent of the Pledgee in writing, the Pledgor shall not directly or indirectly transfer all or part of the equity of the Target Company in any way, or establish or allow the existence of any pledge or the guarantee in other form that may influence the rights and interests of the Pledgee; 6.5.2 If the Pledgee agrees to transfer the equity of the Target Company to the assignee of the Pledgee, all of its rights and obligations hereof shall be transferred to such transferee, and try the best to procure and require such transferee to unconditionally inherit and perform such rights and obligations. 6.5.3 Comply with and execute all the laws and regulations on pledge of rights, present the notice, order or advice to the Pledgee within five days after receiving such notice, order or advice on pledge from the competent authority, comply with and execute the aforementioned notice, order or advice, or raise objection about the aforementioned matters at the reasonable request of the Pledgee or with the consent of the Pledgee; 6.5.4 Without the written consent of the Pledgee, the Pledgor shall not take and procure the Target Company not to take any act that may derogate, damage or harm the value of pledged equity in other way or impair any rights of the Pledgee hereof, or take any act that has significant influence on the assets, business and/or operation of the Target Company. The Pledgee shall not assume any responsibility for the value deduction of the pledged equity due to any situation, and the Pledgor and the Target Company shall not be entitled to claim in any form or claim any rights from the Pledgee. 6.5.5 Any event learnt by the Pledgor that may influence the equity and other rights of the Pledgor, may change any warranty or undertaking of the Pledgor hereof, or may influence the Pledgor’s fulfillment of its obligations hereof. 6.5.6 The Pledgor hereby further undertakes that after signing the Agreement, and acknowledges that if the Pledgee has relied agrees on the capital increase or equity increase of the Pledgor in the Target Company with prior consent in writing, such capital or equity for increase shall automatically become part of the pledged equity hereof. The Pledgor and the Target Company shall be liable to immediately undertake necessary revision of register of shareholders and capital contribution amount of the Target Company, and execute the pledge procedure prescribed in Article 4.1. 6.5.7 Pursuant to relevant provisions of Chinese laws and regulations, the equity pledge hereof shall be continuing guarantee that remains fully effective during the validity period of the Agreement, and shall not be affected by the insolvency, liquidation, incapacity or change of corporate nature of the Pledgor or the Target Company or any capital offset or any other events among the Parties. 6.5.8 For the purpose of implementation of the Agreement, the Pledgee shall be entitled to dispose the pledged equity in the manner prescribed herein, and exercise its right in accordance with this clause without being interrupted or jeopardized by the Pledgor or the Target Company, or the successor and authorized representative of the Pledgor or the Target Company, or any other person. 6.5.9 The Pledgor hereby agrees that within the validity period of the Agreement, the Pledgee may, if necessary, require the Pledgor to sign any other agreement or supplementary agreement with the Pledgee or its assignor. The Pledgor hereby undertakes to immediately sign and specifically explain and supplement relevant contents, terms and articles on the instructions of the Pledgee. 6.5.10 The Parties hereby agree that within the validity period of the Agreement, the Pledgee may require the Pledgor to supplement and revise any term and article hereof for tax, accounting or other reasons, and the Pledgor shall immediately follow the instructions of the Pledgee. 6.6 The Pledgor hereby undertakes to the Pledgee that for the sake of the Pledgee’s interests, the Pledgor shall comply with and perform all the warranties, undertakings, representations and warranties obligations in the Agreement and the Service Agreement. If the Pledgor does not perform or fully perform its warranties, undertakings, representations and obligations, the Pledgor shall compensate the Pledgee for all the losses arising therefrom. 6.7 The Pledgor hereby undertakes to the Pledgee that to protect or improve the guarantee for the secured debt herof, the Pledgor shall sign and urge other interested parties of the pledge to sign all the document of title, documents or agreements required by the Pledgee, urge other interested parties and itself to take the action required by the Pledgee, and provide convenience for the exercise of the rights of the Pledgee granted herein. 6.8 The Pledgor and the Target Company have fully acknowledged the contents of the Agreement, and voluntarily sign and perform the Agreement, which represents the true intention of the Parties. The Pledgor and the Target Company have taken all the necessary measures at the reasonable request of the Pledgee, obtained all the necessary internal authorizations to sign and perform the Agreement: 5.1 If the Pledgor is a natural person, the Pledgor is a Chinese citizen that has full capacity for civil conduct to sign and perform the Agreement and bear legal responsibilities under the Agreement. If the Pledgor is a legal person, it is a limited liability company that is incorporated and in good standing under Chinese laws, and has full signed all the necessary documents so as to keep the pledged equity hereof legal and independent legal capacity to enter into, sign and perform the Agreement.effective; 5.2 The Pledgor is the legal owner 6.9 As of the Stocks hereundersigning date hereof, and has the right to provide guarantees to the Pledgee in respect of such Stocks. 5.3 Since the signing of the Agreement until the date when the Pledgee exercises the Right of Pledge according to Article 2.4 hereunder, no other party shall file a claim against or intervene with the Pledgee’s exercise or realization of its rights hereunder even if such claim or intervention is permitted by law or justified. 5.4 The Pledgee is entitled to exercise the Right of Pledge according to laws and the Agreement. 5.5 The Pledgor has acquired all required corporate authority and has not violated any applicable laws or regulations when signing the Agreement and performing its obligations hereunder. The representatives that sign the Agreement have been duly and legally authorized. 5.6 Except the Pledge hereunder, the Stocks owned by the Pledgor is not subject to any other encumbrance or any third-party security interest in any form (including but not limited to pledges), and the ownership of the Stocks is not subject to any dispute. 5.7 There is no any ongoing or potential civil, administrative or criminal lawsuit, administrative punishment or arbitration in respect of the Stocks. The Pledgor is not and will not be subject to any pending or potential claim, dispute, lawsuit, arbitration, administrative proceeding or any other legal proceeding that may seriously or negatively impact the Pledgor’s capability of performing the Agreement. 5.8 There are no overdue taxes or fees, or any pending legal proceedings or formalities that should have been paid or completed in respect of for the Stocksequity existed. 5.9 All the terms and provisions hereunder reflect the true intention of the Pledgor, and shall be binding upon the Pledgor. The Agreement will become binding upon the Pledgor and legally enforceable upon signing.

Representations and Warranties of the Pledgor. ​ The Pledgor makes the following representations and warranties when signing to Party A at the Agreement, time of the signature of this Agreement and acknowledges acknowledge that the Pledgee has relied on Party A enters into and performs this Agreement in reliance of such representations and warranties to sign and perform the Agreement:warranties: ​ 5.1 If the Pledgor is a natural person, the Pledgor is a Chinese citizen that has full capacity for civil conduct to sign and perform the Agreement and bear legal responsibilities under the Agreement. If the Pledgor is a legal person, it is a limited liability company that is incorporated and in good standing under Chinese laws, and has full and independent legal capacity to enter into, sign and perform the Agreement. 5.2 The Pledgor is legally holds the legal owner of the Stocks hereunder, Equity Interest hereunder and has have the right to provide guarantees pledge such Equity Interest to Party A as collateral. ​ 5.2 At any time from the signing date of this Agreement to the Pledgee period during which Party A is entitled to the Pledge in respect accordance with the provisions of such Stocks.Article 2.4 hereof, there shall not be any legal claim or due interference from any other party in the event that Party A exercises its rights or enforces the Pledge in accordance with this Pledge Agreement. ​ 5.3 Since Party A may exercise the Pledge in the methods provided by the laws, regulations and this Agreement. ​ 5.4 It has obtained all necessary corporate authorizations to enter into this Agreement and to perform their obligations hereunder and the signing of the this Agreement until the date when the Pledgee exercises the Right of Pledge according to Article 2.4 hereunder, no other party shall file a claim against or intervene with the Pledgee’s exercise or realization and performance of its rights obligations hereunder even if such claim or intervention is permitted by law or justified. 5.4 The Pledgee is entitled to exercise shall not violate the Right provisions of Pledge according to laws and the Agreement. 5.5 The Pledgor has acquired all required corporate authority and has not violated any applicable laws or and regulations when signing and the Agreement and performing its obligations hereunder. The representatives that sign the Agreement authorized signatories hereof have been duly legally ​ and legally validly authorized.. ​ 5.6 Except the Pledge hereunder, the Stocks owned by the Pledgor 5.5 There is not subject to any no other encumbrance on or any third-form of third party security interest in any form (including but not limited to pledges)pledge) over the Equity Interest held by the Pledgor, except the rights and interests agreed in the ownership Equity Option Agreement and Power of Attorney. ​ 5.6 There is no pending civil, administrative or criminal litigation, administrative penalty or arbitration in respect of the Stocks Equity Interest and there is not subject no civil, administrative or criminal litigation, administrative penalty or arbitration in respect of the Equity Interest that is to any disputeoccur. 5.7 There is no any ongoing tax or potential civil, administrative or criminal lawsuit, administrative punishment or arbitration charge in respect of relation to the Stocks. The Pledgor Equity Interest which is payable but not and will not be subject to any pending or potential claim, dispute, lawsuit, arbitration, administrative proceeding paid or any other legal proceeding that may seriously procedure or negatively impact formality in relation to the Pledgor’s capability of performing the AgreementEquity Interest which shall be completed but not completed. 5.8 There The terms hereunder are no overdue taxes or fees, or any pending legal proceedings or formalities that should have been paid or completed in respect the expression of the Stocks. 5.9 All the terms its true intent and provisions hereunder reflect the true intention of the Pledgor, and shall be are legally binding upon the Pledgoron it. The Agreement will become binding upon the Pledgor and legally enforceable upon signing.​