Common use of Share Pledge Clause in Contracts

Share Pledge. 1.1 It is agreed upon by the Parties hereto that, the Pledgor shall pledge all the shares (the “Pledged Shares”) held by it in the Company to the Pledgee according to the stipulations hereof as the guaranty for the Pledgor and/or the Company to perform the various obligations under the Cooperation Agreement. In case of the Company or the Pledgor’s failure to perform obligations as stipulated in the Cooperation Agreement, the Pledgee enjoys the right (the “Pledge”) to keep the said Pledged Shares to offset the debt or have priority in satisfying its claim out of proceeds from the auction or sale of the said Pledged Shares in accordance with law. The effect of the Pledge extends to the bonuses fruited by the Pledged Shares. 1.2 The Pledgor undertakes to be responsible for having the share pledge arrangement hereunder recorded in the Company’s roster of shareholders on the same date when this Agreement is executed and delivering to the Pledgee for keeping the capital contribution certificates proving its equity shares in the Company within three (3) days upon execution hereof. The bonuses of the Pledged Shares shall be deposited into the bank account as designated by the Pledgee subject to supervision and control of the Pledgee. 1.3 The extent guaranteed by the pledge hereunder includes various rights to which the Pledgee shall be entitled under the Cooperation Agreement, expenses for realization of the aforesaid rights as well as the liquidated damages, damage compensations and all other amounts due payable by the Pledgor, the Company or the School under the Cooperation Agreement. 1.4 If there is a probability of obvious deduction of the value of the Pledged Shares that is enough to hurt the rights of the Pledgee, the Pledgee may auction or sell the Pledged Shares and the Pledgor agrees to employ the value amount obtained from the auction or sale to satisfy the indebtedness guaranteed by the Pledged Shares before the date of expiration. 1.5 The Pledgor may make an increase in contribution to the Company’s registered capital only with the prior written consent of the Pledgee. The increased contributions to the Company’s registered capital as a result of the Pledgor’s increasing in its contribution to the Company’s capital shall as well fall within the Pledged Shares. 1.6 Subject to the observance of other stipulations hereof, within the validity term of this Agreement, except for the registration and amendment as necessitated by the operations of the Company, the roster of the Company’s shareholders shall be kept by the Pledgee or such person as designated by it.

Share Pledge. 1.1 It is agreed upon by 2.1 The Pledgor does hereby assign, mortgage, charge, hypothecate, and pledge to the Parties hereto thatCreditor the Pledged Shares and hereby deposits with the Creditor’s solicitor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ any and all present and after acquired security certificates evidencing such Pledged Shares duly endorsed for transfer in street form, signature guaranteed, and accompanied in each case by: (a) a duly executed stock power of attorney with signatures guaranteed, if required; and (b) a certified copy of a valid resolution of the Board of Directors of the Pledgor authorizing, inter alia, the Pledgor shall pledge all the shares (the “Pledged Shares”) held by it in the Company to the Pledgee according to the stipulations hereof as the guaranty for the Pledgor and/or the Company to perform the various obligations under the Cooperation Agreement. In case of the Company or the Pledgor’s failure to perform obligations as stipulated in the Cooperation Agreement, the Pledgee enjoys the right (the “Pledge”) to keep the said Pledged Shares to offset the debt or have priority in satisfying its claim out of proceeds from the auction or sale of the said Pledged Shares in accordance with law. The effect of the Pledge extends to the bonuses fruited by the Pledged Shares. 1.2 The Pledgor undertakes to be responsible for having the share pledge arrangement hereunder recorded in the Company’s roster of shareholders on the same date when this Agreement is executed and delivering to the Pledgee for keeping the capital contribution certificates proving its equity shares in the Company within three (3) days upon execution hereof. The bonuses transfer of the Pledged Shares into the name of the Creditor or its nominee. 2.2 The Pledged Shares shall include any substitutions therefor, additions thereto or proceeds thereof, arising out of any consolidation, subdivision, reclassification, stock dividend, or similar increase or decrease in or alteration of the capital of the issuer of the Pledged Shares (the "Issuer") or any other event. 2.3 If at any time any further or other securities or shares shall be deposited into the bank account as designated by the Pledgee Pledgor with the Creditor or its nominee in substitution for or in addition to the Pledged Shares, such securities shall thereupon be deemed to be a part of the Pledged Shares for the purposes of this Share Pledge Agreement and shall forthwith become subject to supervision all the terms hereof and control of the Pledgeewarranties contained herein. 1.3 The extent guaranteed by 2.4 If the pledge hereunder includes various rights Pledgor acquires any certificates evidencing the Pledged Shares not already delivered to which the Pledgee shall be entitled under Creditor after the Cooperation Agreementdate hereof, expenses for realization of the aforesaid rights as well as the liquidated damagesPledgor will, damage compensations and all other amounts due payable forthwith upon receipt by the Pledgor, deliver to the Company or Creditor such certificates and shall, at the School under request of the Cooperation AgreementCreditor: (a) deliver to the Creditor a stock power of attorney duly executed, signature guaranteed. 1.4 If there is (b) duly endorse the certificate(s) for transfer in blank, signature guaranteed. (c) deliver to the Creditor a probability certified copy of obvious deduction a valid resolution of the value Board of Directors of the Pledgor authorizing, inter alia, the transfer of the Pledged Shares that is enough to hurt into the rights name of the Pledgee, the Pledgee may auction Creditor or sell the Pledged Shares and the Pledgor agrees to employ the value amount obtained from the auction or sale to satisfy the indebtedness guaranteed by the Pledged Shares before the date of expirationits nominee. 1.5 2.5 The Pledgor may make an increase in contribution hereby covenants that it will pay or discharge to the Company’s registered capital only with the prior written consent of the Pledgee. The increased contributions to the Company’s registered capital as a result Creditor: (a) all of the Pledgor’s increasing in its contribution 's indebtedness, obligations and liabilities to the Company’s capital shall as well fall within the Pledged Shares. 1.6 Subject Creditor arising in connection with or pursuant to the observance Loan Agreement; and (b) all amounts of other stipulations hereof, within principal and interest due and accruing due to the validity term of this Agreement, except for Creditor under the registration and amendment as necessitated by the operations of the Company, the roster of the Company’s shareholders shall be kept by the Pledgee or such person as designated by itLoan.