Common use of Undertakings by the Pledgor and the Company Clause in Contracts

Undertakings by the Pledgor and the Company. 6.1 The Pledgors separately and jointly covenant and undertake to the Pledgee that: 6.1.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shall: (1) not transfer or assign the Shares, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee except for the share transfer caused by the execution of the Option by the Pledgee; (2) comply with the provisions of all the laws and regulations relating to t he pledge of rights, and shall, within five (5) days upon receipt of any notice, order, issued recommendation or promulgated by relevant competent authorities regarding the Pledge, present such notice, order or recommendation to the Pledgee, and concurrently comply with the such notice, order or recommendation, or object thereto upon the reasonable request or consent of the Pledgee; (3) notify the Pledgee in a timely manner of any events or any received notices which may affect the Shares or any part of their rights, and any events or any received notices which may change the Pledgors’ any covenant and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement. 6.1.2 The Pledgors agree that the right of exercising the Pledge obtained by the Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person. 6.1.3 Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads to a share transfer, the Pledgors hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred. 6.1.4 The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under the Master Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person designed by the Pledgee, and provide all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within a reasonable time period. 6.1.5 Any distribution received by the Pledgors as shareholders of the Company would have to be fully remitted to the Pledgee immediately. 6.1.6 The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the Pledgors do not perform or do not fully perform its guarantees, covenants, agreements, representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee. 6.1.7 The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.

Undertakings by the Pledgor and the Company. 6.1 8.1 The Pledgors separately Pledgor and jointly covenant and the Company hereby undertake to the Pledgee that: 6.1.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shallas follows: (1) Without prior written consent of the Pledgee, the Pledgor shall not transfer or assign the Shares, create establish or permit to create establish any pledges which may have an adverse effect new pledge or any other security rights or third party rights on the Pledged Equity, and any pledge or any other security rights established or benefits third party rights on all or part of the Pledgee Pledged Equity without prior written consent from of the Pledgee except for the share transfer caused by the execution of the Option by the Pledgeeshall be invalid; (2) comply with Except for the provisions transfer of the Pledged Equity to the Pledgee or the individual designated by the Pledgee pursuant to the Exclusive Call Option Agreement (including its amendments, supplements or restatements from time to time) executed by the Pledgor and the Pledgee on 4 August 2020, without prior written notice to the Pledgee and having the Pledgee’s prior written consent, the Pledgor shall not transfer or otherwise dispose of all or part of the laws and regulations relating to t he pledge of rightsPledged Equity, and shall, within five (5) days upon receipt any attempt or actual transfer or otherwise disposal of any notice, order, issued recommendation or promulgated the Pledged Equity by relevant competent authorities regarding the Pledge, present such notice, order or recommendation to Pledgor shall be null and void. With written consent of the Pledgee, and concurrently comply the proceeds from transfer or otherwise disposal of the Pledged Equity by the Pledgor shall be first used to repay to the Pledgee in advance the Guaranteed Liabilities or escrow the same to the third party as agreed with the such notice, order or recommendation, or object thereto upon the reasonable request or consent of the Pledgee; (3) notify the Pledgee in a timely manner In case of any events litigation, arbitration or any received notices other legal proceedings or demand which may affect detrimentally the Shares interest or any part of their rights, and any events or any received notices which may change the Pledgors’ any covenant and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement. 6.1.2 The Pledgors agree that the right of exercising the Pledge obtained by the Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or any successors Pledged Equity of the Pledgors Pledgor or any person authorized by the Pledgors or any other person. 6.1.3 Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads to a share transfer, the Pledgors hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred. 6.1.4 The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under the Master AgreementTransaction Agreements and hereunder, the Pledgor undertakes to notify the Pledgee thereof in writing as soon as possible and promptly and shall take, at the reasonable request of the Pledgee, all necessary measures to ensure the pledge interest of the Pledgee in the Pledged Equity, except for disputes, litigations, arbitrations between the Pledgor and the Pledgee; (4) The Pledgor and the Company shall not carry on or permit any act or action which may affect detrimentally the interest or the Pledged Equity of the Pledgee under the Transaction Agreements and hereunder. Each of the Pledgor shall waive the right of first refusal when the Pledgee realizes the pledge rights, except for disputes, litigations, arbitrations between the Pledgor and the Pledgee; (5) The Pledgor and the Company guarantee that they shall, at the reasonable request of the Pledgee, take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereof) to ensure the documents with respect pledge interest of the Pledgee in the Pledged Equity and the legal and contractual exercise and realization of the rights thereof; (6) In case of transfer of any Pledged Equity caused by the legal and contractual exercise of the right to the pledge hereunder, the Pledgor and the Company guarantee that they will take all necessary measures to realize such transfer; (7) The Pledgor and the Company shall ensure that the convening procedures and voting methods and contents of the Company’s shareholders’ meeting or Board meeting (if any) held for the purpose of the conclusion of the Agreement and establishment and exercise of the pledge rights are in compliance with laws, administrative rules or the Articles of Association; (8) Unless with the prior written consent of the Pledgee, the Pledgor shall have no right to transfer any rights and obligations thereof under the Agreement; (9) Subject to the restrictions in Article 8.1 (2) of the Agreement, the Pledgor and the Company shall guarantee the representations and warranties made by the Pledgor to the Pledgee in Article 7 will remain true and correct at any time and under any circumstance before the Contract Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with; (10) If the Pledgor fails to perform the representations and warranties made by it to the Pledgee in Article 7.1 (8) and Article 7.1 (9) at any time due to the promulgation or change of any PRC Law, regulations or rules, or changes in the interpretation or application of certificate such laws, regulations or rules, or changes in the relevant registration procedures, the Pledgor agrees to perform in accordance with the provisions of equity interests with Article 9.1 hereof; (11) The Pledgor agrees, upon the occurrence of a breach of contract, to immediately and unconditionally gift any shared profit, bonus, dividend and other distributable profit that they obtain from the Company during the term of the Agreement (after deducting relevant taxes) to the Pledgee or the person designed entity/individual designated by the Pledgee; (12) In the event of a breach of contract, and provide all if the noticesCompany is required to be dissolved or liquidated as per compulsory provisions of applicable laws, orders and decisions regarded as necessary any interest distributed to the Pledgor (after deducting relevant taxes) according to law upon completion of legal dissolution or liquidation of the Company shall be gifted to the Pledgee or the entity/individual designated by the Pledgee with to the Pledgee within a reasonable time period. 6.1.5 Any distribution received by the Pledgors as shareholders extent not in violation of the Company would have to be fully remitted to the Pledgee immediatelyPRC Law. 6.1.6 The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the Pledgors do not perform or do not fully perform its guarantees, covenants, agreements, representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee. 6.1.7 The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.

Undertakings by the Pledgor and the Company. 6.1 8.1 The Pledgors separately Pledgor and jointly covenant and the Company hereby undertake to the Pledgee that: 6.1.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shallas follows: (1) Without prior written consent of the Pledgee, the Pledgor shall not transfer or assign the Shares, create establish or permit to create establish any pledges which may have an adverse effect new pledge or any other security rights or third party rights on the Pledged Equity, and any pledge or any other security rights established or benefits third party rights on all or part of the Pledgee Pledged Equity without prior written consent from of the Pledgee shall be invalid. (2) Except for the transfer of the Pledged Equity to the Pledgee or the individual designated by the Pledgee pursuant to the Exclusive Call Option Agreement (including its amendments, supplements or restatements from time to time) executed by the Pledgor and the Pledgee on the same day as the Agreement, without prior written notice to the Pledgee and having the Pledgee’s prior written consent, the Pledgor shall not transfer or otherwise dispose of all or part of the Pledged Equity, and any attempt or actual transfer or otherwise disposal of the Pledged Equity by the Pledgor shall be null and void. With written consent of the Pledgee, the proceeds from transfer or otherwise disposal of the Pledged Equity by the Pledgor shall be first used to repay to the Pledgee in advance the Guaranteed Liabilities or escrow the same to the third party as agreed with the Pledgee. (3) In case of any litigation, arbitration or other legal proceedings or demand which may affect detrimentally the interest or the Pledged Equity of the Pledgor or the Pledgee under the Transaction Agreements and hereunder, the Pledgor undertakes to notify the Pledgee thereof in writing as soon as possible and promptly and shall take, at the reasonable request of the Pledgee, all necessary measures to ensure the pledge interest of the Pledgee in the Pledged Equity, except for disputes, litigations, arbitrations between the share Pledgor and the Pledgee. (4) The Pledgor and the Company shall not carry on or permit any act or action which may affect detrimentally the interest or the Pledged Equity of the Pledgee under the Transaction Agreements and hereunder. Each of the Pledgor shall waive the right of first refusal when the Pledgee realizes the pledge rights, except for disputes, litigations, arbitrations between the Pledgor and the Pledgee. (5) The Pledgor and the Company guarantee that they shall, at the reasonable request of the Pledgee, take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereof) to ensure the pledge interest of the Pledgee in the Pledged Equity and the legal and contractual exercise and realization of the rights thereof. (6) In case of transfer of any Pledged Equity caused by the execution legal and contractual exercise of the Option right to the pledge hereunder, the Pledgor and the Company guarantee that they will take all necessary measures to realize such transfer. (7) The Pledgor and the Company shall ensure that the convening procedures and voting methods and contents of the Company’s shareholders’ meeting or Board meeting (if any) held for the purpose of the conclusion of the Agreement and establishment and exercise of the pledge rights are in compliance with laws, administrative rules or the Articles of Association. (8) Unless with the prior written consent of the Pledgee, the Pledgor shall have no right to transfer any rights and obligations thereof under the Agreement. (9) Subject to the restrictions in Article 8.1 (2) of the Agreement, the Pledgor and the Company shall guarantee the representations and warranties made by the Pledgor to the Pledgee in Article 7 will remain true and correct at any time and under any circumstance before the Contract Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with; (10) If the Pledgor fails to perform the representations and warranties made by it to the Pledgee in Article 7.1 (8) and Article 7.1 (9) at any time due to the promulgation or change of any PRC Law, regulations or rules, or changes in the interpretation or application of such laws, regulations or rules, or changes in the relevant registration procedures, the Pledgor agrees to perform in accordance with the provisions of Article 9.1 hereof; (11) The Pledgor agrees, upon the occurrence of a breach of contract, to immediately and unconditionally gift any shared profit, bonus, dividend and other distributable profit that they obtain from the Company during the term of the Agreement (after deducting relevant taxes) to the Pledgee or the entity/individual designated by the Pledgee; (212) comply with In the event of a breach of contract, if the Company is required to be dissolved or liquidated as per compulsory provisions of all the laws and regulations relating to t he pledge of rightsapplicable laws, and shall, within five (5) days upon receipt of any notice, order, issued recommendation or promulgated by relevant competent authorities regarding the Pledge, present such notice, order or recommendation interest distributed to the Pledgee, and concurrently comply with the such notice, order Pledgor (after deducting relevant taxes) according to law upon completion of legal dissolution or recommendation, or object thereto upon the reasonable request or consent liquidation of the Pledgee; (3) notify the Pledgee in a timely manner of any events or any received notices which may affect the Shares or any part of their rights, and any events or any received notices which may change the Pledgors’ any covenant and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement. 6.1.2 The Pledgors agree that the right of exercising the Pledge obtained by the Pledgee Company shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person. 6.1.3 Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads gifted to a share transfer, the Pledgors hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred. 6.1.4 The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under the Master Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person designed by the Pledgee, and provide all the notices, orders and decisions regarded as necessary entity/individual designated by the Pledgee with to the Pledgee within a reasonable time period. 6.1.5 Any distribution received by the Pledgors as shareholders extent not in violation of the Company would have to be fully remitted to the Pledgee immediately. 6.1.6 The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the Pledgors do not perform or do not fully perform its guarantees, covenants, agreements, representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee. 6.1.7 The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.PRC Law..