Common use of Undertakings by the Pledgor Clause in Contracts

Undertakings by the Pledgor. The Pledgor hereby undertakes to the Pledgee as follows: (a) Without the prior written consent by the Pledgee, the Pledgor shall not establish or permit to establish any further pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Equity without such prior written consent shall be null and void. (b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be used to repay to the Pledgee in advance the Secured Debts or submit the same to the third party agreed with the Pledgee. (c) The Pledgor shall promptly notify the Pledgee of any litigation, arbitration, claim or other proceedings which may adversely affect the interest of the Pledgor or the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep the Pledgee timely informed of developments in connection therewith and shall take all reasonable measures to defend such proceedings and protect the interest of the Pledgee in the Pledged Equity. (d) The Pledgor shall not take or permit any act or action which may adversely affect the interest of the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity. (e) At the request of the Pledgee, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarter.

Undertakings by the Pledgor. The Pledgor hereby undertakes to the Pledgee as follows: (a) 9.1 Without the prior written consent by the Pledgee, the Pledgor shall not establish create or permit to establish the creation of any further new pledge or any other encumbrance on the Pledged Equity. Any ; any pledge or other encumbrance on all or part of the Pledged Equity created without such the prior written consent by the Pledgee shall be null and void. (b) 9.2 Without having prior written notice to the Pledgee and the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be first used to repay to for the Pledgee repayment in advance of the Secured Debts Guaranteed Liabilities or submit the same placed in escrow to the a third party as agreed with the Pledgee. (c) The Pledgor shall promptly notify the Pledgee 9.3 In case of any litigation, arbitration, claim arbitration or other proceedings demand which may adversely affect have a detrimental effect on the interest of the Pledgor or the Pledgee under the Transaction Agreements and hereunder this Agreement or in respect of on the Pledged Equity, shall keep the Pledgor undertakes to notify the Pledgee in writing in a timely informed of developments in connection therewith manner and shall take take, according to the reasonable requirements of the Pledgee, all reasonable necessary measures to defend such proceedings and protect ensure the pledge interest of the Pledgee in the Pledged Equity. 9.4 The Pledgor warrants to handle and complete the registration procedures of the extension of the Company’s business duration within three (d3) months prior to the expiry of the Company’s duration so as to ensure that this Agreement remains in force. 9.5 The Pledgor shall not take or permit any act or action which as may adversely affect the interest of the Pledgee Pledgee’s interests under the Transaction Agreements and hereunder this Agreement or the Pledged Equity. In case of any transfer of the Pledged Equity as a result of the exercise of the right of pledge hereunder, the Pledgor will cause the other shareholder of the Company to take all measures to realize such transfer, including but not limited to, waiving the preemptive right of such other shareholder in respect of the Pledged EquityEquity under the PRC Laws. (e) At 9.6 Following the request execution of this Agreement, the Pledgor will make its best efforts and take all necessary measures to handle the pledge registration of the Equity Interest Pledge hereunder with the relevant administration of industry and commerce as early as possible. The Pledgor guarantees that it shall, according to the reasonable requirements of the Pledgee, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide the Pledgee with the financial statements, take all necessary measures and execute all necessary documents (including (but not limited toto supplementary agreement hereto) so as to ensure the balance sheetpledge interest of the Pledgee in the Pledged Equity and the exercise and realization of such rights. 9.7 In the event of any transfer of any Pledged Equity resulting from the exercise of the right of pledge hereunder, the profit statement Pledgor guarantees that it shall take all necessary measures for the realization of such transfer. 9.8 The Pledgor warrants that the convening procedures and the cash flow statement voting method and contents of the Domestic Company shareholders’ meeting and board meeting held for the previous calendar quarterpurpose of the execution of this Agreement, creation of right of pledge and exercise of right of pledge will not violate laws, administrative regulations or the Company’s articles of association.

Undertakings by the Pledgor. The 6.1 During the term of this Agreement, the Pledgor hereby undertakes to the Pledgee as followsfor the benefit of the Pledgee that he will: (a) Without 6.1.1 Not transfer or assign the Equity Interest, nor create or cause to be created any pledge which may affect the rights and interests of the Pledgee without the prior written consent by of the Pledgee, ; 6.1.2 Comply with the Pledgor shall not establish or permit laws and regulations with respect to establish any further the pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Equity without such prior written consent shall be null and void. (b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be used to repay rights; present to the Pledgee in advance the Secured Debts notices, orders or submit the same suggestions with respect to the third party agreed Right of Pledge issued or made by the competent authority within five (5) days upon receipt thereof; and comply with such notices, orders or suggestions; or make an objection to or a statement on the foregoing matters at the reasonable request of the Pledgee or with the consent of the Pledgee.; (c) The Pledgor shall promptly 6.1.3 Timely notify the Pledgee of any litigation, arbitration, claim events or other proceedings any received notices which may adversely affect the interest Pledgor’s right over the Equity Interest or any part thereof, or may change the Pledgor’s any warranty and obligation under this Agreement or may have effects on it. 6.2 The Pledgor agrees that the Pledgee’s right to exercise the Right of Pledge obtained pursuant to this Agreement shall not be interrupted or hindered by the Pledgor or any of its successors or principals or any other person through legal proceedings. 6.3 The Pledgor undertakes to the Pledgee that in order to protect or improve the guarantee for the repayment of the loan under this Agreement, the Pledgor will execute in good faith and cause other interested persons relating to the Right of Pledge to execute all right certificates and contracts required by the Pledgee and/or perform and cause other interested persons to perform the acts required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep this Agreement. 6.4 The Pledgor undertakes to the Pledgee timely informed that he will execute all documents for the change of developments in connection therewith equity certificate (if applicable and shall take all reasonable measures to defend such proceedings and protect the interest of necessary) with the Pledgee in and any persons designated by it (natural persons/ legal persons) and shall, within a reasonable period, provide to the Pledged EquityPledgee all notices, orders and decisions about the Right of Pledge as it deems necessary. (d) 6.5 The Pledgor shall not take or permit any act or action which may adversely affect the interest of undertakes to the Pledgee under that for the Transaction Agreements and hereunder or in respect of the Pledged Equity. (e) At the request purpose of the Pledgee’s benefits, he will comply with and perform all warranties, undertakings, agreements, representations and conditions. Where the Pledgor does not perform, in whole or in part, his warranties, undertakings, agreements, representations and conditions, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide compensate all losses suffered by the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarterarising therefrom.

Undertakings by the Pledgor. The 6.1 During the term of this Agreement, the Pledgor hereby undertakes to the Pledgee as followsfor the benefit of the Pledgee that he will: (a) Without the prior written consent by the Pledgee, the Pledgor shall not establish or permit to establish any further pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Equity without such prior written consent shall be null and void. (b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor 6.1.1 Not to transfer the Pledged Equity shall Interest, nor create or cause to be null created any pledge which may possibly affect the rights and void. The proceeds from benefits of the transfer of Pledgee on the Pledged Equity by Interest without the Pledgor shall be used to repay to the Pledgee in advance the Secured Debts or submit the same to the third party agreed with prior written consent of the Pledgee. 6.1.2 Comply with the laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Right of Pledge issued or made by the competent authority within five (c5) The Pledgor shall promptly days upon receipt thereof; and comply with such notices, orders or suggestions; or make an objection to or a statement on the foregoing matters at the reasonable request of the Pledgee or with the consent of the Pledgee; 6.1.3 Timely notify the Pledgee of any litigation, arbitration, claim events or other proceedings any received notices which may adversely affect the interest Pledgor’s right over the Pledged Equity Interest or any part thereof, or may change the Pledgor’s any warranty and obligation under this Agreement or may have effects on it. 6.2 The Pledgor agrees that the Pledgee’s right to exercise the Right of Pledge obtained pursuant to this Agreement shall not be interrupted or hindered by the Pledgor or any of its successors or principals or any other person through legal proceedings. 6.3 The Pledgor undertakes to the Pledgee that in order to protect or improve the guarantee for the repayment of the loan under this Agreement, the Pledgor will execute in good faith and cause other interested persons relating to the Right of Pledge to execute all right certificates and contracts required by the Pledgee and/or perform and cause other interested persons to perform the acts required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep this Agreement. 6.4 The Pledgor undertakes to the Pledgee timely informed of developments that he will execute all documents relating to any change in connection therewith and shall take all reasonable measures to defend such proceedings and protect the equity interest of that is pledged with the Pledgee in the Pledged Equityand any persons designated by it (natural persons/ legal persons) within a reasonable period. (d) 6.5 The Pledgor shall not take or permit any act or action which may adversely affect the interest of undertakes to the Pledgee under that for the Transaction Agreements and hereunder or in respect of the Pledged Equity. (e) At the request purpose of the Pledgee’s benefits, he will comply with and perform all warranties, undertakings, agreements, representations and conditions. Where the Pledgor does not perform, in whole or in part, his warranties, undertakings, agreements, representations and conditions, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide compensate all losses suffered by the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarterarising therefrom.

Undertakings by the Pledgor. The 5.1 During the term of this Agreement, the Pledgor hereby undertakes to the Pledgee as followsfor the benefit of the Pledgee that he will: 5.1.1 Not transfer or dispose of the Pledged Equity Interest, nor create or cause to be created any pledge (aexcept the pledge pursuant to this Agreement) Without on the Pledged Equity Interest without the prior written consent by the Pledgee, the Pledgor shall not establish or permit to establish any further pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Equity without such prior written consent shall be null and void. (b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be used to repay to the Pledgee in advance the Secured Debts or submit the same to the third party agreed with the Pledgee. (c) The Pledgor shall promptly 5.1.3 Timely notify the Pledgee of any litigation, arbitration, claim events or other proceedings any received notices which may adversely affect the interest Pledgor’s right over the Pledged Equity Interest or any part thereof, or may change the Pledgor’s any warranty and obligation under this Agreement or may have effects on it. 5.2 The Pledgor agrees that the Pledgee’s right to exercise the Right of Pledge obtained pursuant to this Agreement shall not be interrupted or hindered by the Pledgor or any of its successors or principals or any other person through legal proceedings. 5.3 The Pledgor undertakes to the Pledgee that in order to protect or improve the guarantee for the repayment of the loan under this Agreement, the Pledgor will execute in good faith and cause other interested persons relating to the Right of Pledge to execute all right certificates and contracts required by the Pledgee and/or perform and cause other interested persons to perform the acts required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep this Agreement. 5.4 The Pledgor undertakes to the Pledgee timely informed of developments that he will execute all documents relating to any change in connection therewith and shall take all reasonable measures to defend such proceedings and protect the equity interest of that is pledged with the Pledgee in the Pledged Equityand any persons designated by it (natural persons/ legal persons) within a reasonable period. (d) 5.5 The Pledgor shall not take or permit any act or action which may adversely affect the interest of undertakes to the Pledgee under that for the Transaction Agreements and hereunder or in respect of the Pledged Equity. (e) At the request purpose of the Pledgee’s benefits, he will comply with and perform all warranties, undertakings, agreements, representations and conditions. Where the Pledgor does not perform, in whole or in part, his warranties, undertakings, agreements, representations and conditions, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide compensate all losses suffered by the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarterarising therefrom.

Undertakings by the Pledgor. The 5.1 During the term of this Agreement, the Pledgor hereby undertakes to the Pledgee as followsfor the benefit of the Pledgee that he will: 5.1.1 Not transfer or other dispose of the Pledged Equity Interest, nor create or cause to be created any pledge (aexcept the pledge pursuant to this Agreement) Without on the Pledged Equity Interest without the prior written consent by the Pledgee, the Pledgor shall not establish or permit to establish any further pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Equity without such prior written consent shall be null and void. (b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be used to repay to the Pledgee in advance the Secured Debts or submit the same to the third party agreed with the Pledgee. (c) The Pledgor shall promptly 5.1.2 Timely notify the Pledgee of any litigation, arbitration, claim events or other proceedings any received notices which may adversely affect the interest Pledgor’s right over the Pledged Equity Interest or any part thereof, or may change the Pledgor’s any warranty and obligation under this Agreement or may have effects on it. 5.2 The Pledgor agrees that the Pledgee’s right to exercise the Right of Pledge obtained pursuant to this Agreement shall not be interrupted or hindered by the Pledgor or any of its successors or principals or any other person through legal proceedings. 5.3 The Pledgor undertakes to the Pledgee that in order to protect or improve the guarantee for the repayment of the loan under this Agreement, the Pledgor will execute in good faith and cause other interested persons relating to the Right of Pledge to execute all right certificates and contracts required by the Pledgee and/or perform and cause other interested persons to perform the acts required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep this Agreement. 5.4 The Pledgor undertakes to the Pledgee timely informed of developments that he will execute all documents relating to any change in connection therewith and shall take all reasonable measures to defend such proceedings and protect the equity interest of that is pledged with the Pledgee in the Pledged Equityand any persons designated by it (natural persons/ legal persons) within a reasonable period. (d) 5.5 The Pledgor shall not take or permit any act or action which may adversely affect the interest of undertakes to the Pledgee under that for the Transaction Agreements and hereunder or in respect of the Pledged Equity. (e) At the request purpose of the Pledgee’s benefits, he will comply with and perform all warranties, undertakings, agreements, representations and conditions. Where the Pledgor does not perform, in whole or in part, his warranties, undertakings, agreements, representations and conditions, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide compensate all losses suffered by the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarterarising therefrom.

Undertakings by the Pledgor. The Pledgor hereby undertakes to the Pledgee as follows: (a) Without the prior written consent by the Pledgee, the Pledgor shall not establish or permit to establish any further pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Equity without such prior written consent shall be null and void. (b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be used to repay to the Pledgee in advance the Secured Debts or submit the same to the third party agreed with the Pledgee. (c) The Pledgor shall promptly notify the Pledgee of any litigation, arbitration, claim or other proceedings which may adversely affect the interest of the Pledgor or the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep the Pledgee timely informed of developments in connection therewith and shall take all reasonable measures to defend such proceedings and protect the interest of the Pledgee in the Pledged Equity. (d) The Pledgor shall not take or permit any act or action which may adversely affect the interest of the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity. (e) At the request of the Pledgee, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarter.. ​ ​

Undertakings by the Pledgor. The Pledgor hereby undertakes to the Pledgee as follows: (a) Without 10.1 Within a reasonable period of time to use Commercially Reasonable Efforts to supply the prior written consent by Pledgee with such information regarding the Pledgee, Pledged Assets as the Pledgor shall not establish Pledgee may reasonably request in writing from time to time and to use Commercially Reasonable Efforts to provide the Pledgee with reasonable record inspection rights with respect to the accounting books of the Company. 10.2 To use Commercially Reasonable Efforts to permit at least one visit of a representative of the Pledgee and consultation with the management of the Company each year. 10.3 Not to create or permit to establish subsist in any further pledge manner, any pledge, charge or other security (of whatsoever nature and howsoever ranking) in respect of or any other encumbrance on the Pledged Equity. Any pledge right or other encumbrance on interest in favour of any third party in relation to all or any part of the Pledged Equity without such prior written consent shall be null and voidAssets (save for security created hereunder or with respect to the Lockup). (b) Without having 10.4 Not to sell, assign, dispose of or otherwise transfer all or any part of the Pledgee’s prior written consentPledged Assets to any third party, except as permitted under clause 5.5 and/or clause 5.6 of this Pledge Agreement or as set forth in clause 10.5 below. 10.5 Upon the occurrence of an Event of Default which is continuing, the Pledgor shall will not transfer permit any sales, pledges or other dispositions of any shares of the Company held by it (or its affiliates) which are not Pledged EquityShares, and any attempt by unless such sale, at Pledgee’s discretion, is accompanied with the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer sale of the Pledged Equity Shares by the Pledgee on terms not less favourable than the sale of the non-Pledged Shares (“Co-Sale”), provided that the Pledgor shall be used entitled to repay sell such shares of the Company without Co-Sale if, following Pledgor’s written notice of such contemplated sale (with a reasonable detail of the terms thereof, including the price per share (which the Pledgee acknowledges, may be (i) different from the actual price of such sale in the event of in-market sales or (ii) different from the actual price of such sale in the event of off-market sales (but not more than ten percent (10%) below the price per share indicated in the notice of such contemplated sale)), the Pledgee has not informed the Pledgor whether the Pledgee requires such sale to be accompanied with the sale of Pledged Shares (or has delivered a negative response) within one (1) Business Day (or three (3) Business Days for an off-market sale of shares of one percent (1%) of the outstanding Company Shares or more), provided that in the latter case, the Pledgor may complete the sale at any time prior to the end of such three (3) Business Days, on the condition that if the Pledgee informs the Pledgor within five (5) Business Days following such written notice from the Pledgor, that it has decided that sale of shares should be or should have been performed with Co-Sale, than a respective portion of the proceeds received from such sale of shares shall be deemed to be received from the sale of Pledged Shares (and deposited into the Applicable Account) and a respective amount of Pledged Shares equal to the amount which would have been sold in such sale for such amount of proceeds, shall be, subject to the deposit of said proceeds in the Applicable Account, released from the pledge. 10.6 To use Commercially Reasonable Efforts not to allow the Company to be delisted from TASE. The Pledgor shall use Commercially Reasonable Efforts to give at least 15 days advance notice of any delisting of the Company’s shares from the TASE or any dual listing of the Company’s shares on another stock exchange (which listing is initiated and pursued by or on behalf of the Company), and in the event that the Pledgee reasonably determines, acting, in good faith, and based on the advice of a reputable external counsel that such delisting or dual listing may impact the ranking, validity or enforceability of the pledges created hereunder, then upon notification of such determination in writing by the Pledgee to the Pledgor, such Pledgor shall not take any action in furtherance of, and shall use Commercially Reasonable Efforts to cause the Company not to effect, such a delisting or dual delisting without the prior consent of the Pledgee, not to be unreasonably withheld, conditioned or delayed. 10.7 To notify the Pledgee immediately of the imposition of any attachment, or the issue of any execution proceedings or of any application for the appointment of a Receiver, judicial manager, liquidator or similar officer over or with respect to the Pledgor or the Pledged Assets or any part thereof, or any act, proceedings or application similar to any of the foregoing, and to notify immediately the authorities which levied such attachment or issued such execution proceedings or received the application for the appointment of such Receiver, judicial manager, liquidator or similar officer and any third party who initiated or applied for such action, of this Pledge Agreement in favour of the Pledgee and (other than in the case of a Restructuring contemplated by clause 5.6) forthwith to take, at the sole expense of the Pledgor, all steps and measures necessary for the discharge or cancellation of such attachment, execution proceedings or appointment of Receiver, liquidator or similar officer or any act, Proceedings or appointment similar to the foregoing, as the case may be. 10.8 To be liable towards the Pledgee for any defect in the Pledgor’s title to the Pledged Assets and to bear the responsibility for the authenticity, regularity and correctness of all the signatures, endorsements and particulars of any Pledged Asset which, under this Pledge Agreement, has been, or may be, until the Release Date, delivered to the Pledgee, or otherwise pursuant to the provisions of this Agreement. 10.9 To make, from time to time, all such filings, reports and other communications as may be required under applicable law in connection with the Pledged Assets (including, any transaction, omission, act or holding of any interest, by the Pledgor, in the Pledged Assets). 10.10 Forthwith upon the Pledgee’s first demand, to furnish to it any authorisation or other document which, in the Pledgee’s reasonable opinion, is required or necessary for the purpose of proof of compliance by the Pledgor with its obligations under this Pledge Agreement. 10.11 Not to withdraw or attempt to withdraw all or any part of the monies standing to the credit of the Trust Account and/or the Pledged Account except as specifically provided under this Pledge Agreement. 10.12 Once the Pledged Account has been opened, to observe and perform, in all material respects, all covenants and obligations of the Pledgor in connection with the Pledged Account. 10.13 To immediately notify the Pledgee in advance the Secured Debts event that any corporate action, proceedings, petition, application, request or submit other procedure or step is taken in relation to: (i) the same to suspension of payments, a moratorium of any financial indebtedness, winding-up, judicial management, dissolution, freeze order, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement, freeze order or otherwise), any other arrangement, proceedings or scheme entered into or applied for in relation to, the third party agreed Pledgor, except as part of Restructuring in accordance with clause 5.6 of this Pledge Agreement; (ii) a composition, compromise, assignment or arrangement with the Pledgeecreditors or any class or group of creditors of the Pledgor; (iii) the appointment (whether temporary or permanent) of a liquidator, judicial manager, Receiver, or other similar officer in respect of the Pledgor, the Pledged Assets or majority of its assets (iv) enforcement of any lien over the Pledged Assets or a majority of the assets of the Pledgor; or (v) any expropriation, attachment, sequestration, distress or execution which adversely affects the Pledged Assets or a majority of the assets of the Pledgor. (c) The Pledgor shall promptly 10.14 To immediately notify the Pledgee of any litigationEvent of Default. 10.15 Not to do, arbitrationor, claim or other proceedings to the extent within the Pledgor’s control, permit to be done, anything which may adversely affect could reasonably be expected to prejudice the interest of the Pledgor or the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep the Pledgee timely informed of developments in connection therewith and shall take all reasonable measures to defend such proceedings and protect the interest rights of the Pledgee hereunder (including which would in any way lead to any restriction whatsoever on the Pledged Equity. (d) The Pledgor shall not take or permit any act or action which may adversely affect the interest ability of the Pledgee to realise its rights under the Transaction Agreements and hereunder or in respect of the Pledged Equitythis Agreement). (e) At the request of the Pledgee, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarter.

Undertakings by the Pledgor. The Pledgor hereby agrees and irrevocably undertakes to the Pledgee as followsthat: (a) 9.1 Without the prior written consent by of the Pledgee, the Pledgor shall will not establish create or permit to establish be created any further new pledge or any other encumbrance security interest on the Pledged Equity. Any , and any pledge or any other encumbrance security interest created on all or part of the Pledged Equity without such prior written consent of the Pledgee shall be null and void. (b) 9.2 Without having prior written notice to and prior written consent of the Pledgee’s prior written consent, (i) the Pledgor shall will not transfer assign or otherwise dispose of the Pledged EquityEquity or request the Company to decrease its capital, and any attempt of such actions taken by the Pledgor without prior consent of the Pledgee shall be null and void; (ii) the Pledgor will not assist or permit other existing shareholders (as applicable) to transfer take any of the foregoing actions without prior written consent of the Pledgee. The proceeds received by the Pledgor from the assignment or other disposal of the Pledged Equity shall be null and void. The proceeds from the transfer first applied towards early full repayment of the Pledged Equity by the Pledgor shall be used to repay Secured Indebtedness to the Pledgee in advance the Secured Debts or submit the same to the deposited with a third party to be agreed with the Pledgee. (c) The Pledgor shall promptly notify the Pledgee of 9.3 Should there arise any litigationsuit, arbitration, claim arbitration or other proceedings claims which may adversely affect are likely to have an adverse effect on the interest interests of the Pledgor or the Pledgee under the Transaction Agreements and hereunder this Agreement or in respect of on the Pledged Equity, shall keep the Pledgee timely informed of developments in connection therewith and shall take all reasonable measures to defend such proceedings and protect the interest of Pledgor warrants that it will notify the Pledgee in writing of the same as soon as possible and without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary actions to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity. 9.4 The Pledgor warrants that it shall complete the business term extension registration formalities of the Company within three (d3) months prior to the expiry of the business term of the Company such that the validity of this Agreement shall be maintained. 9.5 The Pledgor shall not take do or permit to be done any act or action which may adversely affect likely to have an adverse effect on the interest interests of the Pledgee under the Transaction Agreements and hereunder this Agreement or in respect of on the Pledged Equity. (e) At 9.6 The Pledgor will use its best efforts and take all necessary measures to register the Equity Pledge hereunder as soon as possible with the relevant administrative authority for industry and commerce after the execution of this Agreement, and the Pledgor warrants, in accordance with the reasonable request of the Pledgee, to take all necessary actions and execute all necessary documents (including, without limitation, any supplement hereto) to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity as well as the exercise and realization by the Pledgee of such rights and interests. 9.7 Should the exercise of the pledge rights hereunder result in an assignment of any Pledged Equity, the Pledgor warrants that it will take all actions to realize such assignment. 9.8 The Pledgor ensures that the shareholder’s resolutions adopted, convening procedures of, the methods of voting at and the contents of the shareholders’ meeting (as applicable) and board meetings of the Company held in connection with the execution of this Agreement and the creation and exercise of the pledge rights hereunder shall cause not violate laws, administrative regulations or the Domestic Company to, within articles of association of the first month Company. 9.9 Once the Pledgor knows or should have known any possible transfer of each calendar quarter, provide the Pledged Equity held by him to any third parties other than the Pledgee with or any individual or entity designated by the financial statementsPledgee as a result of applicable PRC Laws or any judgment or award rendered by a court or arbitral body or for any other reasons, including (but not limited to) it shall notify the balance sheet, the profit statement Pledgee immediately and the cash flow statement of the Domestic Company for the previous calendar quarterwithout delay.

Undertakings by the Pledgor. The Pledgor hereby undertakes to the Pledgee as follows: (a) Without the prior written consent by the Pledgee, the Pledgor shall not establish or permit to establish any further pledge or any other encumbrance on the Pledged Equity. Any pledge or other encumbrance on all or part of the Pledged Pledge Equity without such prior written consent shall be null and void. (b) Without having the Pledgee’s prior written consent, the Pledgor shall not transfer the Pledged Equity, and any attempt by the Pledgor to transfer the Pledged Equity shall be null and void. The proceeds from the transfer of the Pledged Equity by the Pledgor shall be used to repay to the Pledgee in advance the Secured Debts or submit the same to the third party agreed with the Pledgee. (c) The Pledgor shall promptly notify the Pledgee of any litigation, arbitration, claim or other proceedings which may adversely affect the interest of the Pledgor or the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity, shall keep the Pledgee timely informed of developments in connection therewith and shall take all reasonable measures to defend such proceedings and protect the interest of the Pledgee in the Pledged Equity. (d) The Pledgor shall not take or permit any act or action which may adversely affect the interest of the Pledgee under the Transaction Agreements and hereunder or in respect of the Pledged Equity. (e) At the request of the Pledgee, the Pledgor shall cause the Domestic Company to, within the first month of each calendar quarter, provide the Pledgee with the financial statements, including (but not limited to) the balance sheet, the profit statement and the cash flow statement of the Domestic Company for the previous calendar quarter.