Common use of Undertakings and Warranties Clause in Contracts

Undertakings and Warranties. 7.1 Party A hereby represents, represents and warrants that: 7.1.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence to execute, deliver and perform this Agreement, and with the capacity as an independent subject of proceedings. 7.1.2 It is vested with full internal power and authorities to execute and deliver this Agreement and all other documents to be executed by it in relation to the transaction referred to in this Agreement and to complete the transaction referred to in this Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes a legal and binding obligation on it, enforceable against it in accordance with the terms of the Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary for the operation of the business scope under its Business License, and has full rights and qualifications to carry out Party A’s Business it currently engaged in within the territory of PRC. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within thirty (30) business days after each fiscal year. 7.1.5 It shall promptly notify Party B of all legal proceedings and other unfavorable situations that involve itself and its subsidiaries and shall make utmost efforts to prevent further losses and damages. 7.1.6 Without prior written consent from Party B, Party A shall neither dispose major assets of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries. 7.2 Party B hereby represents and warrants that: 7.2.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedings. 7.2.2 It is vested with full internal power and authorities to execute and deliver this Agreement and all other documents to be executed by it in relation to the transaction referred to in this Agreement and to complete the transaction referred to in this Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes a legal and binding obligation on it, enforceable against it in accordance with the terms of the Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary It shall promptly apply for the operation of complete business licenses required for its businesses to ensure the full right and qualification to operate in the business scope under its Business Licenseof internet information service in China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It Within fifteen (10) business days after the conclusion of each quarter, it shall provide Party B with the a quarterly consolidated financial statement for the previous of that quarter and the a budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company privately funded non-enterprise institution duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of When this AgreementAgreement becomes effective, it has shall hold the complete certificates necessary business licenses required for its businesses and have the operation full right and qualification to operate matchmaking services, psychological consulting services, wedding etiquette services, coordination of the recreational activities for singles, partner-seeking information announcement and other business scope under its Business Licensein China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within Within fifteen (15) business days after the conclusion of each quarter, it shall provide Party B with a quarterly financial statement of that quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the a budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary It shall promptly apply for the operation of complete business licenses required for its businesses to ensure the full right and qualification to operate in the business scope under its Business Licenseof internet information service and e-commerce service in China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It Within fifteen (10) business days after the conclusion of each quarter, it shall provide Party B with the a quarterly consolidated financial statement for the previous of that quarter and the a budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated legally registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary It shall timely apply for the operation of complete business licenses required for its businesses, to ensure having the business scope under its Business Licensefull right and qualification to operate the instant messaging cloud service, software development and has full rights and qualifications to carry out Party A’s Business it other businesses currently engaged in within the territory of PRCoperation in China. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within Within fifteen (15) business days after the conclusion of each quarter, it shall provide Party B with a quarterly financial statement of that quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the a budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated legally registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreement. hereunder.. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At As of the effective date of this Agreement, it has the complete certificates necessary business licenses required for its businesses and the operation of full right and qualification to operate in the business scope under its Business Licenseof internet information service in China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It Within fifteen (10) business days after the conclusion of each quarter, it shall provide Party B with the a quarterly consolidated financial statement for the previous of that quarter and the a budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 4.1 Each Party A hereby represents, represents and warrants thatto the other Parties as follows: 7.1.1 It is a limited liability company duly incorporated (1) Such party has all the necessary power, capacity and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence authority to execute, deliver and perform enter into this Agreement, and with exercise all the capacity as an independent subject of proceedings. 7.1.2 It is vested with full internal power and authorities to execute and deliver rights under this Agreement and perform all other documents to be executed by it in relation to the transaction referred to in its obligations and liabilities under this Agreement; (2) Such party has undergone all necessary internal procedures, and obtained all necessary internal and external authority and approval, for executing this Contract; and (3) The execution or performance of this Agreement and to complete the transaction referred to in this Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes will not constitute a legal and binding obligation on it, enforceable against it in accordance with the terms breach of the Agreementany major contract or agreement governing such party or its assets. 7.1.3 At 4.2 Party B and Party C severally and jointly make the following further representations, undertakings and warranties to Party A: (1) On the effective date of this Agreement, it has complete certificates necessary for all the operation companies listed in this agreement as Party B shall be enterprises incorporated within the territory of PRC and lawfully possess all the business scope under its Business Licenseequity interest in Party C, and has full and valid right to dispose of such equity. Party C’s registered capital has been paid in full. Except for the pledge rights created under the Equity Pledge Agreement executed by the Parties, and qualifications any other rights approved by Party A in writing, no mortgage, pledge, security or other third-party encumbrances have been created on the equity interest held by Party B in Party C, and such equity interest shall be free from any third-party recourse. And no third party shall have the right to carry out request any allocation, distribution, sale, transfer or conversion of any equity interest in Party C pursuant to any purchase of option, conversion right, preemptive right or other agreements. (2) During the term of this Agreement, except for the pledge rights created pursuant to the Equity Pledge Agreement executed by the Parties or with Party A’s Business it currently engaged prior written consent, Party B shall not transfer any equity interest in within the territory Party C to any third party, or create any mortgage, pledge or any other form of PRCsecurity or any other third-party encumbrances, and shall warrant that such equity interest is free from any third-party recourse. 7.1.4 It shall provide (3) To the extent permitted by relevant PRC laws and regulations, Party B and Party C shall, based on Party A’s term of operation approved, extend Party C’s term of business accordingly so that it is consistent with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within thirty (30) business days after each fiscal yearParty A’s term of business. 7.1.5 It shall promptly notify (4) During the term of this Agreement, Party B of all legal proceedings and other unfavorable situations that involve itself and its subsidiaries and shall Party C will make their utmost efforts to prevent further losses preserve and damagesincrease the value of Party C’s assets. Unless with Party A’s prior written consent, they may not transfer or otherwise dispose of Party C’s assets, terminate any major agreement to which Party C is one of the parties, or enter into any agreement that may affect Party C’s assets or financial condition. 7.1.6 Without prior written consent from (5) If Party B, Party A shall neither dispose major assets C is liquidated or dissolved during the term of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries. 7.2 Party B hereby represents and warrants that: 7.2.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedings. 7.2.2 It is vested with full internal power Party B and authorities Party C will appoint personnel recommended by Party A to execute and deliver this Agreement and all other documents form a liquidation committee to be executed by it in relation manage Party C’s property to the transaction referred extent permitted by PRC laws and regulations. Party B acknowledges that in the event Party C is liquidated or dissolved, no matter whether the foregoing provision hereof is performed, it agrees to in this Agreement deliver all the remaining property obtained from the liquidation of Party C to Party A or its designated third party pursuant to PRC laws and to complete the transaction referred to in this Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes a legal and binding obligation on it, enforceable against it in accordance with the terms of the Agreementregulations.

Undertakings and Warranties. 7.1 Party A hereby represents, represents and warrants that: 7.1.1 It is a limited liability company duly incorporated and validly existing under the laws law of its place of registration as an independent judicial person incorporation who has separate legal personality, has full and with complete, independent separate legal status and legal competence capacity to execute, deliver and perform this Agreement, and with can xxx and be sued. The signing of this Agreement does not mean that Party A has the capacity as an independent subject of proceedings.obligation to share Party B’s losses and/or provide financial support to Party B. 7.1.2 It is vested with has full internal power and authorities authority to execute execute, deliver and deliver perform this Agreement and all other documents to be executed by it in relation relating to the transaction referred contemplated hereunder and to in this Agreement be executed, and has full power and authority to complete the transaction referred to in contemplated hereunder. It has legally and duly executed and delivered this Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes a its legal and binding obligation on itobligations, and is enforceable against it in accordance with according to the terms of the Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary for the operation of the business scope under its Business License, and has full rights and qualifications to carry out Party A’s Business it currently engaged in within the territory of PRC. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within thirty (30) business days after each fiscal year. 7.1.5 It shall promptly notify Party B of all legal proceedings and other unfavorable situations that involve itself and its subsidiaries and shall make utmost efforts to prevent further losses and damages. 7.1.6 Without prior written consent from Party B, Party A shall neither dispose major assets of the company or its subsidiaries nor change the current equity structure of the company and its subsidiarieshereof. 7.2 Party B hereby represents represents, warrants and warrants undertakes that: 7.2.1 It is a limited liability company duly incorporated and validly existing under the laws law of its place of registration as an independent judicial person incorporation who has separate legal personality, has full and with complete, independent separate legal status and legal competence capacity to execute, deliver and perform this Agreement, and can xxx and be sued. It will not require Party A to share its losses and/or provide it with the capacity of an independent subject of proceedingsfinancial support in accordance with this Agreement. 7.2.2 It is vested with has full internal power and authorities authority to execute execute, deliver and deliver perform this Agreement and all other documents to be executed by it in relation relating to the transaction referred contemplated hereunder and to in this Agreement be executed, and has full power and authority to complete the transaction referred to in contemplated hereunder. It has legally and duly executed and delivered this Agreement. This Agreement is legally and properly executed and delivered by it. This Agreement constitutes a its legal and binding obligation on itobligations, and is enforceable against it in accordance with according to the terms hereof. The execution and performance of this Agreement and the completion of the Agreementtransactions contemplated hereby will not (i) violate any Chinese Laws, (ii) conflict with or lead to violation of any contract to which Party B is a party; or (iii) violate any license required or any condition permitted for Party B’s Business. 7.2.3 When this Agreement comes into effect, it has a complete business license required for its operation, and has full rights and qualifications to operate Party B’s Business in China. 7.2.4 It shall inform Party A of its litigation and other unfavorable situations in a timely manner, and try its best to prevent the loss from expanding. 7.2.5 Without Party A’s written consent, Party B shall not dispose of Party B’s major assets worth more than XXX 00 million in any form, nor change Party B’s existing equity structure. 7.2.6 It shall not enter into transactions that may materially affect Party B’s Assets, responsibilities, business operations, equity structure, equity held in third parties and other legal rights (except those arising in the normal or daily business process or disclosed to Party A and approved by Party A in writing).

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company privately funded non-enterprise legal entity duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At As of the effective date of this Agreement, it has the complete certificates necessary business licenses required for its businesses and the operation of full right and qualification to operate in the business scope under its Business Licenseof matchmaking service, psychological consulting service, wedding etiquette service, organization of gathering events for singles, and has full rights printed personals and qualifications to carry out public placement in China, and in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It Within fifteen (10) business days after the conclusion of each quarter, it shall provide Party B with the a quarterly consolidated financial statement for the previous of that quarter and the a budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreement. hereunder.. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary It shall promptly apply for the operation of complete business licenses required for its businesses to ensure the full right and qualification to operate in the business scope under its Business Licenseof internet information service and e-commerce in China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It Within fifteen (10) business days after the conclusion of each quarter, it shall provide Party B with the a quarterly consolidated financial statement for the previous of that quarter and the a budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreement. hereunder.. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary It shall promptly apply for the operation of complete business licenses required for its businesses to ensure the full right and qualification to operate in the business scope under its Business Licenseof internet information service in China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It Within fifteen (10) business days after the conclusion of each quarter, it shall provide Party B with the a quarterly consolidated financial statement for the previous of that quarter and the a budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreement. hereunder.. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It it is a limited liability company duly incorporated registered and validly existing under the laws of its incorporation place of registration as an with independent judicial legal person qualification; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may xxx and be sued as an in independent subject of proceedings.party; 7.1.2 It is vested with it has full internal corporate power and authorities authorization to execute and deliver this Agreement and all other documents to be executed entered into by it in relation to the transaction transactions referred to in this Agreement herein; it has full power and authorization to complete the transaction transactions referred to in this Agreementherein. This Agreement is legally has been duly and properly appropriately executed and delivered by it. This Agreement constitutes a it and shall constitute legal and binding obligation obligations on it, enforceable against it in accordance with the terms of the Agreement.its terms; 7.1.3 At it shall, within fifteen (15) working days upon the effective date end of this Agreementeach quarter, it has complete certificates necessary for the operation of the business scope under its Business License, and has full rights and qualifications to carry out Party A’s Business it currently engaged in within the territory of PRC. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement statements for the previous such quarter and the budget for the next quarter quarter, and shall, within fifteen thirty (1530) business working days after each quarter and shall the end of such year, provide Party B with the annual consolidated financial statement statements for the previous fiscal such year and the budget for the next fiscal year within thirty (30) business days after each fiscal year.; 7.1.5 It 7.1.4 it shall promptly notify Party B in a timely manner of all legal proceedings any litigation and other unfavorable adverse situations that involve itself it is involved in, and make its subsidiaries and shall make utmost best efforts to prevent further losses and damages.losses; 7.1.6 Without prior 7.1.5 without the written consent from Party B, Party A shall neither not, in whatever means, dispose major of its material assets or change its current shareholding structure. 7.1.6 it shall not enter into any transactions (except for those arising from the ordinary and normal courses of business or those disclosed to Party B and consented by it in writing) which may materially affect the company or its subsidiaries nor change the current assets, liabilities, business operation, shareholding structure, any equity structure in a third party and other legal rights of the company and its subsidiaries.Party A. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It it is a limited liability company duly incorporated registered and validly existing under the laws of its incorporation place of registration as an with independent judicial legal person qualification; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an and may xxx and be WFOE&EworldChina Technical Service Agreement sued as in independent subject of proceedings.party; 7.2.2 It is vested with it has full internal corporate power and authorities authorization to execute and deliver this Agreement and all other documents to be executed entered into by it in relation to the transaction transactions referred to in this Agreement herein, and it has full power and authorization to complete the transaction transactions referred to in this Agreementherein. This Agreement is legally has been duly and properly appropriately executed and delivered by it. This Agreement constitutes a it and shall constitute legal and binding obligation obligations on it, enforceable against it in accordance with the terms of the Agreementits terms.

Undertakings and Warranties. 7.1 Party A hereby represents, represents and warrants thatas follows: 7.1.1 It it is a limited liability company duly incorporated registered and validly existing under the laws of its place of registration as an incorporation with independent judicial legal person qualification, with full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may xxx and be sued as an independent subject of proceedingsparty. 7.1.2 It is vested with its has full internal corporate power and authorities authorization to execute and deliver this Agreement and all other documents to be executed entered into by it in relation to the transaction referred to in this Agreement transactions stipulated hereby, and it has full power and authorization to complete the transaction referred to in this Agreementtransactions stipulated hereby. This Agreement is legally has been validly and properly duly executed and delivered by it. This Agreement constitutes a it and shall constitute legal and binding obligation obligations on it, it and shall be enforceable against it in accordance with the terms of the Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary for the operation of the business scope under its Business License, and has full rights and qualifications to carry out Party A’s Business it currently engaged in within the territory of PRC. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within fifteen (15) business days after each quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the budget for the next fiscal year within thirty (30) business days after each fiscal year. 7.1.5 It shall promptly notify Party B of all legal proceedings and other unfavorable situations that involve itself and its subsidiaries and shall make utmost efforts to prevent further losses and damages. 7.1.6 Without prior written consent from Party B, Party A shall neither dispose major assets of the company or its subsidiaries nor change the current equity structure of the company and its subsidiariesterms. 7.2 Party B hereby represents and warrants that:as follows: WFOE&EworldChina Consulting Service Agreement 7.2.1 It it is a limited liability company duly incorporated registered and validly existing under the laws of its place of registration as an incorporation with independent judicial legal person qualification, with full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of and maysue and be sued as an independent subject of proceedingsparty. 7.2.2 It is vested with its has full internal corporate power and authorities authorization to execute and deliver this Agreement and all other documents to be executed entered into by it in relation to the transaction referred to in this Agreement transactions stipulated hereby, and it has full power and authorization to complete the transaction referred to in this Agreementtransactions stipulated hereby. This Agreement is legally has been validly and properly duly executed and delivered by it. This Agreement constitutes a it and shall constitute legal and binding obligation obligations on it, it and shall be enforceable against it in accordance with the terms its terms. 7.2.3 it shall promptly notify Party A of the Agreementlitigations in which it is involved and other adverse situations, and shall use its best efforts to prevent the expansion of losses. 7.2.4 without Party A’s prior written consent, Party B shall not dispose of its material assets nor change its current shareholding structure in any way; 7.2.5 it shall not enter into any transactions (except for those arising from its ordinary or normal courses of business or those disclosed to Party A and consented by it in writing) which may materially affect the assets, liabilities, business operation and shareholding structure, any equity in a third party held by it and other legal rights of Party B.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal corporate power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of this Agreement, it has complete certificates necessary It shall promptly apply for the operation of complete business licenses required for its businesses to ensure the full right and qualification to operate in the business scope under its Business Licenseof internet information service in China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within Within fifteen (15) business days after the conclusion of each quarter, it shall provide Party B with a quarterly financial statement of that quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the a budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal corporate power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.

Undertakings and Warranties. 7.1 Party A hereby represents, represents warrants and warrants thatundertakes as follows: 7.1.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, and with the capacity may act as an independent subject of proceedingsa party to litigation independently. 7.1.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement. 7.1.3 At the effective date of When this AgreementAgreement becomes effective, it has shall possess the complete certificates necessary business licenses required for its businesses and have the operation of full right and qualification to operate in the business scope under its Business Licenseof internet information service in China, and has full rights and qualifications to carry out in Party A’s Business it other businesses currently engaged in within the territory of PRCoperation. 7.1.4 It shall provide Party B with the quarterly consolidated financial statement for the previous quarter and the budget for the next quarter within Within fifteen (15) business days after the conclusion of each quarter, it shall provide Party B with a quarterly financial statement of that quarter and shall provide the annual consolidated financial statement for the previous fiscal year and the a budget for the next fiscal year within quarter. Within thirty (30) business days after the conclusion of each fiscal year, it shall also provide Party B with a financial statement of that year and a budget for next year. 7.1.5 It shall promptly notify inform Party B of all any legal proceedings to which it is a party or the occurrence of other adverse events and other unfavorable situations that involve itself and use its subsidiaries and shall make utmost efforts best endeavor to prevent further losses and damagesthe spread of losses. 7.1.6 Without prior written consent from Party B, Party A shall neither not dispose major of Party A’s material assets nor alter Party A’s current shareholding structure in any manners without the written consent of the company or its subsidiaries nor change the current equity structure of the company and its subsidiaries.Party B. 7.2 Party B hereby represents and warrants thatas follows: 7.2.1 It is a limited liability company duly incorporated registered and validly existing under the laws of its applicable at the place of registration as an with independent judicial legal person status; it has full and with complete, independent legal status and legal competence capacity to execute, deliver and perform this Agreement, with the capacity of an independent subject of proceedingsand may act as a party to litigation independently. 7.2.2 It is vested with has the full internal power and authorities authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it in relation to the transaction referred to in this Agreement it, and to complete consummate the contemplated transaction referred to in this Agreementhereunder. This Agreement is shall be legally and properly duly executed and delivered by it. This Agreement constitutes a shall constitute its legal and binding obligation on it, obligations enforceable against it in accordance with the terms of the pursuant to this Agreement.