Common use of Undertakings by the Existing Shareholders Clause in Contracts

Undertakings by the Existing Shareholders. Each of Existing Shareholders hereby severally and not jointly undertakes as follows: 6.1 During the term of this Agreement, without prior written consent of the WFOE, each of Existing Shareholders: 6.1.1 Shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances or third party interests upon any Option Equity Interest. 6.1.2 Shall not increase or reduce the Registered Capital of the Company, or cause or agree to the merger of the Company with any other entities; 6.1.3 Shall not dispose of, or procure the management of the Company to dispose of, any material Company Assets or create any encumbrances or third party interests upon any Company Assets; 6.1.4 Shall not, and shall procure the management of the Company not to, terminate any Material Agreement to which the Company is a party, or enter into any other agreements which are in conflict with the existing Material Agreements; 6.1.5 Shall not appoint or dismiss any director, supervisor or any other management of the Company whom shall be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall not procure the Company to declare or distribute any distributable profits, dividends or other distributions; 6.1.7 Shall not vote in favor of the Company’s termination, liquidation or dissolution; 6.1.8 Shall not vote in favor of amending the association of the Company. 6.1.9 Shall not vote in favor of the Company to lend or borrow any loan, or provide guarantee or other forms of security arrangements, or assume any material obligations except for those occur during the ordinary course of business. 6.2 During the term of this Agreement, each of the Existing Shareholders shall not engage in any actions or omissions which may affect the validity of the Operating Licenses. 6.3 Upon issuance of the Exercise Notice by the WFOE, each of Existing Shareholders: 6.3.1 Shall immediately convene shareholders’ meeting to adopt a resolution and take any other necessary actions, to approve the transfer of all of the Transfer Equity Interests or Transfer Assets at the Transfer Price by the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Equity Interests at the Transfer Price under the Article 4 to the WFOE and/or its designated entity or individual by entering into an equity transfer agreement with the WFOE and/or its designated entity or individual immediately, and at the request of the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide and execute all relevant legal documents, process all procedure for governmental approvals and registrations and assume all relevant obligations) for acquisition of all the Transfer Equity Interests by the WFOE and/or its designated entity or individual, free and clear of any legal defects, any encumbrances, third party interests, or any other restrictions on the Transfer Equity Interests. 6.4 If the aggregated Transfer Price received by any of the Existing Shareholders from transfer of his or her Transfer Equity Interests exceeds his or her contribution to the Registered Capital of the Company, or such Existing Shareholder receives any profits, dividends or other distributions distributed by the Company, such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profits, dividends or distributions (with tax and fees being deducted) to the extent permitted by PRC Law, and the WFOE is entitled to such excessive portion of the Transfer Price and such profits, dividends or distributions. The Existing Shareholders shall instruct relevant transferee or the Company to wire the above gains to a bank account designated by the WFOE.

Undertakings by the Existing Shareholders. Each of The Existing Shareholders hereby severally and not jointly undertakes as followsundertake that: 6.1 During Within the term validity period of this Agreement, without the WFOE’s prior written consent of the WFOE, each of Existing Shareholdersconsent: 6.1.1 Shall any Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances real right for security or other third party interests upon rights on any Option Equity Interest.Equity; 6.1.2 Shall he shall not increase or reduce decrease the Company Registered Capital of the Company, or cause or agree to the merger of the Company to be merged with any other entitiesentity; 6.1.3 Shall he shall not dispose of, of or procure cause the management of the Company to dispose of, of any material Company Assets or create any encumbrances or third party interests upon any Company Assetsassets (excluding those incurred during normal operation); 6.1.4 Shall not, and he shall procure not terminate or cause the management of the Company not to, to terminate any Material Agreement to which entered into by the Company is a partyCompany, or enter into any other agreements which are agreement in conflict with the existing Material Agreements; 6.1.5 Shall he shall not appoint or dismiss and replace any director, director or supervisor of the Company or any other management personnel of the Company whom who shall be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall he shall not procure cause the Company to declare the distribution of or distribute in practice release any distributable profitsprofit, dividends bonus or other distributionsdividend; 6.1.7 Shall he shall ensure that the Company validly exists and is not vote in favor terminated, liquidated or dissolved; 6.1.8 he shall not amend the articles of association of the Company; and 6.1.9 he shall ensure that the Company will not lend or borrow any money, or provide any guaranty or engage in security activities in any other form, or bear any substantial obligations excluding those incurred during normal operation. 6.2 Within the validity period of this Agreement, he shall use his best endeavour to develop the business of the Company and ensure that the Company’s terminationoperations are legal and in compliance with the regulations, liquidation and he will not engage in any act or dissolution; 6.1.8 Shall not vote in favor omission which may damage the Company Assets and goodwill or affect the validity of amending the association Business Permits of the Company. 6.1.9 Shall not vote in favor of 6.3 Within the Company to lend or borrow any loan, or provide guarantee or other forms of security arrangements, or assume any material obligations except for those occur during the ordinary course of business. 6.2 During the term validity period of this Agreement, each he shall promptly notify the WFOE of any circumstances that may have a material adverse effect on the existence, business operations, financial conditions, assets or goodwill of the Existing Shareholders shall not engage in any actions Company and promptly take all the measures approved by the WFOE to remove such adverse circumstances or omissions which may affect the validity of the Operating Licensestake effective remedial measures with respect thereto. 6.3 Upon issuance of 6.4 Once the WFOE gives the Exercise Notice by the WFOE, each of Existing ShareholdersNotice: 6.3.1 Shall immediately 6.4.1 he shall promptly convene a shareholders’ meeting to adopt a resolution meeting, pass shareholders’ resolutions and take any all other necessary actions, actions to approve the transfer of all of the Transfer Equity Interests or Transfer Assets at the Transfer Price by the any Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Transferred Equity Interests or the Transferred Assets at the Transfer Price under the Article 4 to the WFOE and/or its designated any other entity or individual designated by entering the WFOE, and waive any pre-emptive right to purchase enjoyed by him (if any); 6.4.2 he shall promptly enter into an equity transfer agreement with the WFOE and/or its any other equity or individual designated by the WFOE to transfer all the Transferred Equity at the Transfer Price to the WFOE and/or any other entity or individual immediatelydesignated by the WFOE, and at the request of the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide provision and execute execution of all relevant legal documents, process performance of all procedure for governmental approvals government approval and registrations resignation procedures and assume assumption of all relevant obligations) for acquisition of all in accordance with the Transfer Equity Interests WFOE’s requirements and laws and regulations so that the WFOE and/or any other entity or individual designated by the WFOE and/or its designated entity or individualmay acquire all the Transferred Equity, free from and clear of any legal defects, defect or any encumbrancesreal right for security, third party interests, restriction or any other restrictions on the Transfer Equity InterestsTransferred Equity. 6.4 6.5 If the aggregated total Transfer Price received obtained by any of Existing Shareholder with respect to the Existing Shareholders from transfer of Transferred Equity held by him is higher than his or her Transfer Equity Interests exceeds his or her capital contribution to the Registered Capital of the Company, or such Existing Shareholder he receives any profitsform of profit, dividends dividend or other distributions distributed by bonus from the Company, then such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profitsto, dividends or distributions (with tax and fees being deducted) to the extent permitted by not in violation of the PRC Law, waive the premium earnings and any profit, dividend or bonus (after deduction of relevant taxes) and the WFOE is entitled to such excessive portion of the Transfer Price and such profits, dividends or distributionsthereto. The Existing Shareholders Shareholder shall instruct relevant transferee assignee or company to remit the Company earnings to wire the above gains to a bank account designated by the WFOEWFOE at the material time.

Undertakings by the Existing Shareholders. Each of the Existing Shareholders hereby severally and not jointly undertakes as followsthat: 6.1 During Within the valid term of this Agreement, without WFOE’s prior written consent of the WFOE, each of Existing Shareholdersconsent: 6.1.1 Shall it shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances security interest or other third party interests upon rights on any Option Equity Interest.Equity; 6.1.2 Shall it shall not increase or reduce decrease the Company Registered Capital of the Company, or cause or agree to the merger of the Company be merged with any other entitiesentity; 6.1.3 Shall it shall not dispose of, of or procure cause the management of the Company to dispose of, of any material Company Assets or create any encumbrances or third party interests upon any Company Assets(other than in the ordinary course of business); 6.1.4 Shall not, and it shall procure not terminate or cause the management of the Company not to, to terminate any Material Agreement to which entered into by the Company is a partyCompany, or enter into any other agreements which are agreement in conflict with the existing Material Agreements; 6.1.5 Shall it shall not appoint or dismiss and replace any director, director or any supervisor of the Company or any other management officer of the Company whom that shall be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall it shall not procure cause the Company to declare the distribution of or in practice distribute any distributable profits, dividends profit or other distributionsdividend; 6.1.7 Shall it shall ensure that the Company validly exists and is not vote in favor of the Company’s terminationterminated, liquidation liquidated or dissolutiondissolved; 6.1.8 Shall it shall not vote in favor amend the articles of amending the association of the Company.; and 6.1.9 Shall not vote in favor of it shall ensure that the Company to will not lend or borrow any loanmoney, or provide guarantee any guaranty or engage in security activities in any other forms of security arrangementsform, or assume bear any material substantial obligations except for those occur during other than in the ordinary course of business. 6.2 During Within the term of this Agreement, each it shall do its best to develop the business of the Existing Shareholders Company and ensure that the Company’s operations are legal and in compliance with the regulations and it shall not engage in any actions act or omissions omission which may damage the Company’s assets or goodwill or affect the validity of the Operating LicensesBusiness Permits of the Company. 6.3 Upon issuance Within the term of this Agreement, it shall timely notify WFOE of any circumstance that is expected to have a material adverse effect on the existence, business operations, financial conditions, assets or goodwill of the Company and timely take all the measures approved by WFOE to remove such adverse circumstance or take effective remedial measures with respect thereto. 6.4 Once WFOE gives the Exercise Notice Notice, 6.4.1 it shall promptly, by the WFOE, each way of Existing Shareholders: 6.3.1 Shall immediately convene shareholders’ meeting to adopt a resolution decisions and take any all other necessary actions, to approve the transfer of all of the Transfer Equity Interests or Transfer Assets at the Transfer Price by the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Transferred Equity Interests or the Transferred Assets at the Transfer Price under the Article 4 to the WFOE and/or its designated any other entity or individual designated by entering WFOE; 6.4.2 it shall promptly enter into an equity transfer agreement with the WFOE and/or its designated any other entity or individual immediately, and designated by WFOE to transfer all the Transferred Equity at the request of the Transfer Price to WFOE and/or any other entity or individual designated by WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide executing and execute delivering all relevant legal documents, process performing all procedure for governmental approvals government approval and registrations registration procedures and assume undertaking all relevant obligations) for acquisition of in accordance with WFOE’s requirements, laws and regulations so that WFOE and/or any other entity or individual designated by WFOE acquires all the Transfer Equity Interests by the WFOE and/or its designated entity or individualTransferred Equity, free and clear of any legal defects, defect or any encumbrancessecurity interest, third party interests, limitation or any other restrictions limitation on the Transfer Equity Interestsequity. 6.4 6.5 If the aggregated Transfer Price received by any of the Existing Shareholders from transfer of his or her Transfer Equity Interests exceeds his or her contribution to the Registered Capital of the Company, or such Existing Shareholder receives the Transfer Price or receives any profitsform of profit or dividend distribution or liquidation property distribution from the Company (“Property Income”), dividends or other distributions distributed with respect to the Transferred Equity held by the Companyit, then such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profitsthat, dividends or distributions (with tax and fees being deducted) to the extent permitted by PRC Law, and has the WFOE is entitled right to receive such excessive portion of the Transfer Price and such profits, dividends or distributionsProperty Income. The Such Existing Shareholders Shareholder shall instruct the relevant transferee or the Company to wire pay such Property Income to the above gains to a bank account designated by the WFOEWFOE until then.

Undertakings by the Existing Shareholders. Each of Existing Shareholders hereby severally and not jointly undertakes as follows: 6.1 During the term of this Agreement, without prior written consent of the WFOE, each of Existing Shareholders: 6.1.1 Shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances or third party interests upon any Option Equity Interest.; 6.1.2 Shall not increase or reduce the Registered Capital of the Company, or cause or agree to the merger of the Company with any other entities; 6.1.3 Shall not dispose of, or procure the management of the Company to dispose of, any material Company Assets or create any encumbrances or third party interests upon any Company Assets; 6.1.4 Shall not, and shall procure the management of the Company not to, terminate any Material Agreement to which the Company is a party, or enter into any other agreements which are in conflict with the existing Material Agreements; 6.1.5 Shall not appoint or dismiss any director, supervisor or any other management of the Company whom shall be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall not procure the Company to declare or distribute any distributable profits, dividends or other distributions; 6.1.7 Shall not vote in favor of the Company’s termination, liquidation or dissolution; 6.1.8 Shall not vote in favor of amending the association of the Company.; 6.1.9 Shall not vote in favor of the Company to lend or borrow any loan, or provide guarantee or other forms of security arrangements, or assume any material obligations except for those occur during the ordinary course of business. 6.2 During the term of this Agreement, each of the Existing Shareholders shall not engage in any actions or omissions which may affect the validity of the Operating Licenses. 6.3 Upon issuance of the Exercise Notice by the WFOE, each of Existing Shareholders: 6.3.1 Shall immediately convene shareholders’ meeting to adopt a resolution and take any other necessary actions, to approve the transfer of all of the Transfer Equity Interests or Transfer Assets at the Transfer Price by the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her its right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Equity Interests at the Transfer Price under the Article 4 to the WFOE and/or its designated entity or individual by entering into an equity transfer agreement with the WFOE and/or its designated entity or individual immediately, and at the request of the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide and execute all relevant legal documents, process all procedure for governmental approvals and registrations and assume all relevant obligations) for acquisition of all the Transfer Equity Interests by the WFOE and/or its designated entity or individual, free and clear of any legal defects, any encumbrances, third party interests, or any other restrictions on the Transfer Equity Interests. 6.4 If the aggregated Transfer Price received by any of the Existing Shareholders from transfer of his or her its Transfer Equity Interests exceeds his or her its contribution to the Registered Capital of the Company, or such Existing Shareholder receives any profits, dividends or other distributions distributed by the Company, such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profits, dividends or distributions (with tax and fees being deducted) to the extent permitted by PRC Law, and the WFOE is entitled to such excessive portion of the Transfer Price and such profits, dividends or distributions. The Existing Shareholders shall instruct relevant transferee or the Company to wire the above gains to a bank account designated by the WFOE.

Undertakings by the Existing Shareholders. Each of the Existing Shareholders hereby severally and not jointly undertakes as followsthat: 6.1 During Within the term of this Agreement, without the WFOE’s prior written consent of the WFOE, each of Existing Shareholdersconsent: 6.1.1 Shall 6.1.1. any Existing Shareholder shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances encumbrance or other third party interests upon rights on any Option Equity Interest.Equity; 6.1.2 Shall 6.1.2. he shall not increase or reduce decrease the Company Registered Capital of the Company, or cause or agree to the merger of permit the Company to be divided or merged with any other entitiesentity; 6.1.3 Shall 6.1.3. he shall not dispose of, of or procure cause the management of the Company to dispose ofof any Material Assets (other than in the ordinary course of business), any material Company Assets or create any encumbrances encumbrance or other third party interests upon rights on any Company Material Assets; 6.1.4 Shall not, and 6.1.4. he shall procure not terminate or cause the management of the Company not to, to terminate any Material Agreement to which entered into by the Company is a partyCompany, or enter into any other agreements which are agreement in conflict with the existing Material Agreements; 6.1.5 Shall 6.1.5. he shall not appoint or dismiss and replace any director, director or supervisor of the Company or any other management personnel of the Company whom who shall be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall 6.1.6. he shall not procure cause the Company to declare the distribution of or distribute in practice release any distributable profitsprofit, dividends dividend, share profit or other distributionsshare interest; 6.1.7 Shall 6.1.7. he shall ensure that the Company validly exists and is not vote terminated, liquidated or dissolved; 6.1.8. he shall not amend the articles of association of the Company; 6.1.9. he shall ensure that the Company will not lend or borrow any money, or provide any guaranty or engage in favor security activities in any other form, or bear any substantial obligations other than in the ordinary course of business; and 6.1.10. it shall not cause the Company or the management of the Company to approve any of the following acts of any of the Company’s terminationsubsidiaries or affiliates (collectively, liquidation the “Subsidiaries”): (a) increase or dissolutiondecrease any Subsidiary’s registered capital or cause or permit any Subsidiary to be divided or merged with any other entity; 6.1.8 Shall not vote (b) dispose of or cause the management of the Subsidiaries to dispose of any Material Assets of any Subsidiary (other than in favor the ordinary course of amending business), or create any encumbrance or other third party rights on such assets; (c) terminate or cause the management of the Subsidiaries to terminate any Material Agreement entered into by any Subsidiary, or enter into any other agreement in conflict with the existing Material Agreements; (d) appoint or dismiss and replace any director or supervisor of any Subsidiary or any other management personnel of such Subsidiary who shall be appointed or dismissed by the Company; (e) terminate, liquidate or dissolve any Subsidiary or do any thing or act that damages or is likely to damage the valid existence of any Subsidiary; (f) amend the articles of association of the Company.any Subsidiary; 6.1.9 Shall not vote in favor of the Company to (g) lend or borrow any loanmoney, or provide guarantee any guaranty or engage in security activities in any other forms of security arrangementsform, or assume bear any material substantial obligations except for those occur during other than in the ordinary course of business. 6.2 During Within the term of this Agreement, each he shall use his best endeavor to develop the business of the Existing Shareholders shall Company and ensure that the Company’s operations are legal and in compliance with the regulations, and he will not engage in any actions act or omissions omission which may damage the Company’s (including the Subsidiaries’) assets and goodwill or affect the validity of the Operating LicensesBusiness Permits of the Company. 6.3 Upon issuance Within the term of this Agreement, he shall timely notify the WFOE of any circumstances that may have a material adverse effect on the existence, business operations, financial conditions, assets or goodwill of the Exercise Notice Company (including the Subsidiaries) and timely take all the measures approved by the WFOE, each of Existing Shareholders:WFOE to remove such adverse circumstances or take effective remedial measures with respect thereto. 6.3.1 Shall immediately 6.4 Once the WFOE gives the Exercise Notice, 6.4.1. he shall promptly convene a shareholders’ meeting to adopt a resolution meeting, pass shareholders’ resolutions and take any all other necessary actions, actions to approve any Existing Shareholder or the Company to transfer of all of the Transfer Transferred Equity Interests or Transfer the Transferred Assets at the Transfer Price by the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Equity Interests at the Transfer Price under the Article 4 to the WFOE and/or its designated any other entity or individual designated by entering the WFOE, and waive any preemptive right enjoyed by him (if any); 6.4.2. he shall promptly enter into an equity transfer agreement with the WFOE and/or its designated any other entity or individual immediately, and designated by the WFOE to transfer all the Transferred Equity at the request of Transfer Price to the WFOE and/or any other entity or individual designated by the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide execution and execute delivery of all relevant legal documents, process performing all procedure for governmental approvals government approval and registrations registration procedures and assume assuming all relevant obligations) for acquisition of all in accordance with the Transfer Equity Interests WFOE’s requirements and PRC Law so that the WFOE and/or any other entity or individual designated by the WFOE and/or its designated entity or individualmay acquire all the Transferred Equity, free from and clear of any legal defects, defect or any encumbrancesencumbrance, third party interests, restriction or any other restrictions on the Transfer Equity InterestsTransferred Equity. 6.4 6.5 If the aggregated total Transfer Price received obtained by any of the Existing Shareholders from transfer of his or her Transfer Equity Interests exceeds his or her contribution Shareholder with respect to the Registered Capital Transferred Equity held by him is higher than the capital contribution corresponded with such Transferred Equity in the registered capital of the Company, or such Existing Shareholder he receives any profitsform of profit distribution, dividends share profit, share interest or other distributions distributed by dividend from the Company, then such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profitsto, dividends or distributions (with tax and fees being deducted) to the extent permitted by PRC Law, waive the premium earnings and any profit distribution, share profit, share interest or dividend (after the deduction of relevant taxes) and the WFOE is entitled to thereto. Otherwise, such excessive portion of Existing Shareholder shall compensate the Transfer Price and such profits, dividends WFOE and/or any other entity or distributions. The Existing Shareholders shall instruct relevant transferee or the Company to wire the above gains to a bank account individual designated by the WFOEWFOE for any loss incurred as a result thereof.

Undertakings by the Existing Shareholders. Each of Existing Shareholders Shareholder hereby severally and not jointly undertakes as follows: 6.1 During the term of this Agreement, without prior written consent of the WFOE, each of Existing Shareholders: 6.1.1 Shall He or she shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances or third party interests upon any Option Equity Interest. 6.1.2 Shall He or she shall not increase or reduce the Registered Capital of the Company, or cause or agree to the merger of the Company with any other entities; 6.1.3 Shall He or she shall not dispose of, or procure the management of the Company to dispose of, any material Company Assets or create any encumbrances or third party interests upon any Company Assets(except for those that occur during the ordinary course of business); 6.1.4 Shall He or she shall not, and shall procure the management of the Company not to, terminate any Material Agreement to which the Company is a party, or enter into any other agreements which are in conflict with the existing Material Agreements; 6.1.5 Shall He or she shall not appoint or dismiss any director, supervisor or any other management of the Company whom shall be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall He or she shall not procure the Company to declare or distribute any distributable profits, dividends or other distributions; 6.1.7 Shall not vote in favor He or she shall ensure the valid existence of the Company’s terminationCompany and prevent it from being terminated, liquidation dissolved or dissolutionliquidated; 6.1.8 Shall He or she shall not vote in favor amend the articles of amending the association of the Company.; and 6.1.9 Shall not vote in favor of He or she shall ensure that the Company to will not lend or borrow any loan, or provide guarantee or other forms of security arrangements, or assume any material obligations except for those occur during the ordinary course of business. 6.2 During the term of this Agreement, each of the Existing Shareholders shall use its best efforts to develop the business of the Company, and ensure that the business operations of the Company are in compliance with relevant laws and regulations, and that he or she will not engage in any actions or omissions which may harm the assets or the goodwill of the Company or may affect the validity of the Operating Licenses. 6.3 During the term of this Agreement, he or she shall keep WFOE immediately notified of any circumstance which may have material adverse effect upon the existing, business operations, financial conditions, assets or goodwill of the Company, and shall take any actions as agreed by WFOE to eliminate or remedy such adverse circumstance. 6.4 Upon issuance of the Exercise Notice by the WFOE, each of Existing Shareholders:, 6.3.1 Shall 6.4.1 He or she shall immediately convene shareholders’ meeting to adopt a resolution and take any other necessary actions, to approve the transfer of all of the Transfer Equity Interests or Transfer Assets at the Transfer Price by the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall 6.4.2 He or she shall transfer all of the Transfer Equity Interests at the Transfer Price under the Article 4 to the WFOE and/or its designated entity or individual by entering into an equity transfer agreement with the WFOE and/or its designated entity or individual immediately, and at the request of the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide and execute all relevant legal documents, process all procedure for governmental approvals and registrations and assume all relevant obligations) for acquisition of all the Transfer Equity Interests by the WFOE and/or its designated entity or individual, free and clear of any legal defects, any encumbrances, third party interests, or any other restrictions on the Transfer Equity Interests. 6.4 6.5 If the aggregated Transfer Price received by any of the Existing Shareholders from transfer of his or her Transfer Equity Interests exceeds his or her contribution to the Registered Capital of the Company, or such Existing Shareholder receives any profits, dividends or other distributions distributed by the Company, such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profits, dividends or distributions (with tax and fees being deducted) to the extent permitted by PRC Law, and the WFOE is entitled to such excessive portion of the Transfer Price and such profits, dividends or distributions. The Existing Shareholders shall instruct relevant transferee or the Company to wire the above gains to a bank account designated by the WFOE.

Undertakings by the Existing Shareholders. Each of The Existing Shareholders hereby severally and not jointly undertakes undertake to the WFOE as follows: 6.1 During Within the term of this Agreement, without the prior written consent of by the WFOE, each of Existing Shareholders: 6.1.1 Shall not no Existing Shareholder may transfer or otherwise dispose of any Option Equity Interest of, or create any encumbrances encumbrance or other third party interests upon rights on, any Option Equity Interest.Equity; 6.1.2 Shall it may not increase or reduce decrease the Registered Capital registered capital of the Company or cause or permit the Company’s division or merger with any other entity; 6.1.3 it may not, or cause or agree to the merger of the Company with any other entities; 6.1.3 Shall not dispose of, or procure the management of the Company to to, dispose of, of any material Company of the Material Assets (except for those occurring in the ordinary course of business) or create any encumbrances encumbrance or third other third-party interests upon any Company rights on the Material Assets; 6.1.4 Shall it may not, and shall procure or cause the management of the Company not to, terminate any Material Agreement to which Agreements entered into by the Company is a party, or enter into any other agreements which are in conflict with the existing Material Agreements; 6.1.5 Shall it may not appoint or dismiss any director, supervisor or any other management members of the Company whom shall who should be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall it may not procure cause or agree the Company to declare or distribute any distributable profitsprofit, dividends bonus or other distributionsdividend; 6.1.7 Shall it shall ensure the valid existence of the Company and prevent it from being terminated, liquidated or dissolved; 6.1.8 it may not vote in favor amend the Articles of Association of the Company’s termination, liquidation or dissolution; 6.1.8 Shall not vote in favor of amending the association of the Company. 6.1.9 Shall not vote in favor of it shall ensure that the Company to shall not lend or borrow any loan, or provide guarantee or other forms of security arrangements, or assume undertake any material obligations except for those occur during other than in the ordinary course of business; and 6.1.10 it may not cause the Company or its management to consent to any outside investment by the Company. 6.2 During Each Existing Shareholder shall use his best efforts within the term of this Agreement to develop the business of the Company, and ensure its operations are in compliance with laws and regulations, and he will not be engaged in any actions or inactions which may harm the assets or the goodwill of the Company (including its subsidiary) or affect the validity of its Business Permits. 6.3 Within the valid term of this Agreement, each it shall timely notify the WFOE of any circumstance that may have a material adverse effect on the existence, business operations, financial conditions, assets or goodwill of the Existing Shareholders shall not engage in Company (including its subsidiary) and timely take all the measures approved by the WFOE to remove any actions such adverse circumstance or omissions which may affect the validity of the Operating Licensestake effective remedial measures. 6.3 Upon issuance of 6.4 Once the WFOE gives the Exercise Notice by the WFOE, each of Existing ShareholdersNotice: 6.3.1 Shall 6.4.1 it shall immediately propose to convene a shareholders’ meeting to adopt a meeting, approve the shareholder resolution and take any all other necessary actions, to approve consent to the transfer by any Existing Shareholder of all of the Transfer Transferred Equity Interests or Transfer Assets at the Transfer Price by the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Equity Interests at the Transfer Price under the Article 4 to the WFOE and/or its designated entity or individual at the Transfer Price and waive and cause the other shareholders of the Company to waive any preemptive right owned by entering it (if any); 6.4.2 it shall immediately enter into an the equity transfer agreement with the WFOE and/or its designated entity or individual immediatelyindividual, and at the request of the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide and execute all relevant legal documents, process all procedure for governmental approvals and registrations and assume all relevant obligations) for acquisition of transfer all the Transfer Transferred Equity Interests by to the WFOE and/or its designated entity or individualindividual at the Transfer Price and according to the WFOE’s requirements, law and regulations, provide the WFOE with the necessary support (including providing and signing all related legal documents, performing all government approval and registration procedures and bearing all related obligations) so that the WFOE and/or its designated entity or individual acquires all the Transferred Equity, and such Transferred Equity is free and clear of any legal defectsdefect, any encumbrancesencumbrance, third party interests, limitation or any other restrictions limitation on the Transfer Equity Interestsequity. 6.4 6.5 If the aggregated total Transfer Price received by any Existing Shareholder in respect of the Existing Shareholders from transfer of his Transferred Equity held by it is higher than RMB 1 (RMB1.00) or her Transfer Equity Interests exceeds his or her contribution to the Registered Capital of the Company, or such any Existing Shareholder receives any profitsform of profit distribution, dividends dividend or other distributions distributed by bonus from the Company, such Existing Shareholder agrees to waive the excessive portion excess proceeds as well as any profit distribution, dividend or bonus (after deduction of the Transfer Price and any such profitsrelevant taxes), dividends or distributions (with tax and fees being deducted) subject to the extent permitted by PRC LawLaws, and the WFOE is entitled has the right to receive such excessive portion of proceeds. Otherwise, the Transfer Price and such profits, dividends or distributions. The Existing Shareholders Shareholder shall instruct relevant transferee or indemnify the Company to wire the above gains to a bank account designated losses thus suffered by the WFOEWFOE and/or its designated entity or individual.

Undertakings by the Existing Shareholders. Each of 6.1 The Existing Shareholders hereby severally and not jointly undertakes as followsundertake that: 6.1 During 6.1.1 Within the term validity period of this the Agreement, without the WFOE’s prior written consent of the WFOE, each of Existing Shareholdersconsent: 6.1.1 Shall (1) the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances right to secured property or third other third-party interests upon rights on any Option Equity Interest.Equity; 6.1.2 Shall (2) they shall not increase or reduce decrease the Company Registered Capital of the Company, or cause or agree to the merger of the Company to be merged with any other entitiesentity; 6.1.3 Shall (3) they shall not dispose of, of or procure cause the management of the Company to dispose of, of any material Company Assets or create any encumbrances or third party interests upon any Company Assetsassets (excluding those generated during normal operation); 6.1.4 Shall not, and (4) they shall procure not terminate or cause the management of the Company not to, to terminate any Material Agreement to which entered into by the Company is a partyCompany, or enter into any other agreements which are agreement in conflict with the existing Material Agreements; 6.1.5 Shall (5) they shall not appoint or dismiss remove and replace any director, director or supervisor of the Company or any other management personnel of the Company whom who shall be appointed or dismissed removed by the Existing Shareholders; 6.1.6 Shall (6) they shall not procure cause the Company to declare the distribution of or distribute in practice release any distributable profitsprofit, dividends bonus or other distributionsdividend; 6.1.7 Shall (7) they shall not vote in favor cause the Company to be terminated, liquidated or dissolved; (8) they shall not amend the articles of association of the Company’s termination; and (9) they shall ensure that the Company will not lend or borrow any money (except as required in the ordinary course of business), liquidation or dissolution;provide any warranty or engage in guarantee activities in any other form, or bear any substantial obligations other than those incurred during normal operation. 6.1.8 Shall 6.1.2 Within the validity period of the Agreement, they will not vote engage in favor any act or omission which may damage the Company Assets and goodwill or affect the validity of amending the association Business Permits of the Company. 6.1.9 Shall not vote in favor 6.1.3 Within the validity period of the Company to lend Agreement, he shall promptly notify the WFOE of any circumstances that may have a material adverse effect on the existence, business operations, financial position, assets or borrow any loan, or provide guarantee or other forms goodwill of security arrangements, or assume any material obligations except for those occur during the ordinary course of businessCompany. 6.2 During 6.1.4 Once the term of this Agreement, each of WFOE gives the Exercise Notice: (1) the Existing Shareholders shall not engage in promptly take all necessary actions to transfer all the Target Equity at the Transfer Price to the WFOE and/or any actions other entity or omissions which may affect the validity of the Operating Licenses. 6.3 Upon issuance of the Exercise Notice individual designated by the WFOE, each and waive any right of Existing Shareholders:first refusal enjoyed by him (if any); 6.3.1 Shall immediately convene shareholders’ meeting to adopt a resolution and take any other necessary actions, to approve the transfer of all of the Transfer Equity Interests or Transfer Assets at the Transfer Price by (2) the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Equity Interests at the Transfer Price under the Article 4 to the WFOE and/or its designated entity or individual by entering shall promptly enter into an equity transfer agreement with the WFOE and/or its any other equity or individual designated by the WFOE to agree to transfer all the Target Equity at the Transfer Price to the WFOE and/or any other entity or individual immediatelydesignated by the WFOE, and at the request of the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide causing the Company to convene a shareholders’ meeting to pass the resolutions on equity transfer, provision and execute execution of all relevant legal documents, process performance of all procedure for governmental approvals government approval and registrations registration procedures and assume assumption of all relevant obligations) for acquisition of all in accordance with the Transfer Equity Interests WFOE’s requirements and laws and regulations so that the WFOE and/or any other entity or individual designated by the WFOE and/or its designated entity or individualmay acquire all the Target Equity, free from and clear of any legal defects, defect or any encumbrancesright to secured property, third party interests, restriction created by the Existing Shareholders or any other restrictions on the Transfer Equity Interestsrestrictions. 6.4 If the aggregated Transfer Price received by any of the Existing Shareholders from transfer of his or her Transfer Equity Interests exceeds his or her contribution to the Registered Capital of the Company, or such Existing Shareholder receives any profits, dividends or other distributions distributed by the Company, such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profits, dividends or distributions (with tax and fees being deducted) to the extent permitted by PRC Law, and the WFOE is entitled to such excessive portion of the Transfer Price and such profits, dividends or distributions. The Existing Shareholders shall instruct relevant transferee or the Company to wire the above gains to a bank account designated by the WFOE.

Undertakings by the Existing Shareholders. Each of Existing Shareholders hereby severally and not jointly undertakes as follows: 6.1 During the term of this Agreement, without prior written consent of the WFOE, each of Existing Shareholders: 6.1.1 Shall not transfer or otherwise dispose of any Option Equity Interest or create any encumbrances or third party interests upon any Option Equity Interest. 6.1.2 Shall not increase or reduce the Registered Capital of the Company, or cause or agree to the merger of the Company with any other entities; 6.1.3 Shall not dispose of, or procure the management of the Company to dispose of, any material Company Assets or create any encumbrances or third party interests upon any Company Assets; 6.1.4 Shall not, and shall procure the management of the Company not to, terminate any Material Agreement to which the Company is a party, or enter into any other agreements which are in conflict with the existing Material Agreements; 6.1.5 Shall not appoint or dismiss any director, supervisor or any other management of the Company whom shall be appointed or dismissed by the Existing Shareholders; 6.1.6 Shall not procure the Company to declare or distribute any distributable profits, dividends or other distributions; 6.1.7 Shall not vote in favor of the Company’s 's termination, liquidation or dissolution; 6.1.8 Shall not vote in favor of amending the association of the Company. 6.1.9 Shall not vote in favor of the Company to lend or borrow any loan, or provide guarantee or other forms of security arrangements, or assume any material obligations except for those occur during the ordinary course of business. 6.2 During the term of this Agreement, each of the Existing Shareholders shall not engage in any actions or omissions which may affect the validity of the Operating Licenses. 6.3 Upon issuance of the Exercise Notice by the WFOE, each of Existing Shareholders: 6.3.1 Shall immediately convene shareholders’ meeting to adopt a resolution and take any other necessary actions, to approve the transfer of all of the Transfer Equity Interests or Transfer Assets at the Transfer Price by the Existing Shareholders or the Company to the WFOE and/or its designated entity or individual, as well as waive his or her right of first refusal, if any; 6.3.2 Shall transfer all of the Transfer Equity Interests at the Transfer Price under the Article 4 to the WFOE and/or its designated entity or individual by entering into an equity transfer agreement with the WFOE and/or its designated entity or individual immediately, and at the request of the WFOE and subject to relevant laws and regulations, provide necessary support to the WFOE (including provide and execute all relevant legal documents, process all procedure for governmental approvals and registrations and assume all relevant obligations) for acquisition of all the Transfer Equity Interests by the WFOE and/or its designated entity or individual, free and clear of any legal defects, any encumbrances, third party interests, or any other restrictions on the Transfer Equity Interests. 6.4 If the aggregated Transfer Price received by any of the Existing Shareholders from transfer of his or her Transfer Equity Interests exceeds his or her contribution to the Registered Capital of the Company, or such Existing Shareholder receives any profits, dividends or other distributions distributed by the Company, such Existing Shareholder agrees to waive the excessive portion of the Transfer Price and any such profits, dividends or distributions (with tax and fees being deducted) to the extent permitted by PRC Law, and the WFOE is entitled to such excessive portion of the Transfer Price and such profits, dividends or distributions. The Existing Shareholders shall instruct relevant transferee or the Company to wire the above gains to a bank account designated by the WFOE.