Common use of Undertakings by the Shareholders Clause in Contracts

Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH MSN is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN to dispose of any of the SH MSN Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN to terminate any Material Agreements entered into by SH MSN, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH MSN; 5.2.9 it shall ensure that SH MSN shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH MSN, and ensure that the operations of SH MSN are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Assets or its credit standing or affect the validity of the Business Permits of SH MSN.

Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH MSN Kuantong is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Kuantong Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Kuantong to dispose of any of the SH MSN Kuantong Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN Kuantong to terminate any Material Agreements entered into by SH MSNKuantong, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Kuantong to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN Kuantong to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH MSNKuantong; 5.2.9 it shall ensure that SH MSN Kuantong shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH MSNKuantong, and ensure that the operations of SH MSN Kuantong are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Kuantong Assets or its credit standing or affect the validity of the Business Permits of SH MSNKuantong.

Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH MSN Baifen Creation is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Baifen Creation Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Baifen Creation to dispose of any of the SH MSN Baifen Creation Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN Baifen Creation to terminate any Material Agreements entered into by SH MSNBaifen Creation, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Baifen Creation to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN Baifen Creation to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH MSNBaifen Creation; 5.2.9 it shall ensure that SH MSN Baifen Creation shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH MSNBaifen Creation, and ensure that the operations of SH MSN Baifen Creation are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Baifen Creation Assets or its credit standing or affect the validity of the Business Permits of SH MSNBaifen Creation.

Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH MSN Huxin is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Huxin Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Huxin to dispose of any of the SH MSN Huxin Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN Huxin to terminate any Material Agreements entered into by SH MSNHuxin, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Huxin to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN Huxin to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH MSNHuxin; 5.2.9 it shall ensure that SH MSN Huxin shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH MSNHuxin, and ensure that the operations of SH MSN Huxin are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Huxin Assets or its credit standing or affect the validity of the Business Permits of SH MSNHuxin.

Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH MSN Quanshi is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Quanshi Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Quanshi to dispose of any of the SH MSN Quanshi Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN Quanshi to terminate any Material Agreements entered into by SH MSNQuanshi, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Quanshi to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN Quanshi to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH MSNQuanshi; 5.2.9 it shall ensure that SH MSN Quanshi shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH MSNQuanshi, and ensure that the operations of SH MSN Quanshi are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Quanshi Assets or its credit standing or affect the validity of the Business Permits of SH MSNQuanshi.

Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH MSN Allyes is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Allyes Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Allyes to dispose of any of the SH MSN Allyes Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN Allyes to terminate any Material Agreements entered into by SH MSNAllyes, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Allyes to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN Allyes to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH MSNAllyes; 5.2.9 it shall ensure that SH MSN Allyes shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH MSNAllyes, and ensure that the operations of SH MSN Allyes are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Allyes Assets or its credit standing or affect the validity of the Business Permits of SH MSNAllyes.

Undertakings by the Shareholders. 6.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH MSN Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 6.2 The Shareholder Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyHUAYA, 5.2.1 the Shareholder 6.2.1 no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the SH MSN Target Company Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of SH MSN Target Company to dispose of any of the SH MSN Target Company Assets (except as occurs during the arm’s length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of SH MSN Target Company to terminate any Material Agreements entered into by SH MSNTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm’s length operations or daily operation, or having been disclosed to and approved by HUAYA in writing); 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Target Company to be appointed or dismissed by the Shareholders; 5.2.6 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, 6.2.8 it shall sign all the necessary ensure that Target Company shall validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 6.2.9 it shall not amend the Articles of Association of SH MSNTarget Company or cast affirmative votes regarding such amendment; 5.2.9 6.2.10 it shall ensure that SH MSN Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis.; and 5.3 6.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH MSNTarget Company, and ensure that the operations of SH MSN Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Target Company Assets or its credit standing or affect the validity of the Business Permits of SH MSNTarget Company. 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by HUAYA will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement.

Undertakings by the Shareholders. The Shareholder hereby undertakes: 5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SH MSN Allyes is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the prior written consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Allyes Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN AllyesLLYES to dispose of any of the SH MSN Allyes Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN Allyes to terminate any Material Agreements entered into by SH MSNAllyes, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Allyes to be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN Allyes to all its assets, it shall sign all the necessary or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claims; 5.2.8 it shall not amend the Articles of Association of SH MSNAllyes; 5.2.9 it shall ensure that SH MSN Allyes shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of this Agreement to develop the business of SH MSNAllyes, and ensure that the operations of SH MSN Allyes are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Allyes Assets or its credit standing or affect the validity of the Business Permits of SH MSNAllyes.

Undertakings by the Shareholders. 5.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH MSN Shiji Shenghuo is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Framedia Investment, if the business term of Shiji Shenghuo expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Shiji Shenghuo not be expired during the term of this Agreement. 5.2 The Shareholder Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyFramedia Investment, 5.2.1 the Shareholder no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Shiji Shenghuo Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Shiji Shenghuo to dispose of any of the SH MSN Shiji Shenghuo Assets (except as occurs during the arm’s 's length operations); 5.2.4 it shall not terminate or cause the management of SH MSN Shiji Shenghuo to terminate any Material Agreements entered into by SH MSNShiji Shenghuo, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Shiji Shenghuo to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Framedia Investment in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Shiji Shenghuo to be appointed or dismissed by the Shareholders; 5.2.6 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, 5.2.8 it shall sign all the necessary ensure that Shiji Shenghuo shall validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 5.2.9 it shall not amend the Articles of Association of SH MSNShiji Shenghuo or cast affirmative votes regarding such amendment; 5.2.9 5.2.10 it shall ensure that SH MSN Shiji Shenghuo shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s 's length basis. 5.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH MSNShiji Shenghuo, and ensure that the operations of SH MSN Shiji Shenghuo are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Shiji Shenghuo Assets or its credit standing or affect the validity of the Business Permits of SH MSNShiji Shenghuo. 5.4 Shiji Shenghuo undertakes that, before Framedia Investment exercises the Option and acquire all equity of Shiji Shenghuo, Shiji Shenghuo shall not do the following:

Undertakings by the Shareholders. 6.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH MSN Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 6.2 The Shareholder Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyFocus Media Technology, 5.2.1 the Shareholder 6.2.1 no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the SH MSN Target Company Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of SH MSN Target Company to dispose of any of the SH MSN Target Company Assets (except as occurs during the arm’s 's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of SH MSN Target Company to terminate any Material Agreements entered into by SH MSNTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Focus Media Technology in writing); 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Target Company to be appointed or dismissed by the Shareholders; 5.2.6 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, 6.2.8 it shall sign all the necessary ensure that Target Company shall validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 6.2.9 it shall not amend the Articles of Association of SH MSNTarget Company or cast affirmative votes regarding such amendment; 5.2.9 6.2.10 it shall ensure that SH MSN Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s 's length basis; and 6.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Focus Media Technology and/or Focus Media Digital, it shall grant Focus Media Technology Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 5.3 6.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH MSNTarget Company, and ensure that the operations of SH MSN Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Target Company Assets or its credit standing or affect the validity of the Business Permits of SH MSNTarget Company.

Undertakings by the Shareholders. The Shareholder Each of the Shareholders hereby undertakesmakes the following undertakings: 5.1 Within the term of this Agreement that he Agreement, it must take all necessary measures to ensure that SH MSN Hongcheng Education is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect effective at any time. 5.2 The Shareholder hereby undertakes within Within the term of this Agreement that Agreement, without the prior written consent by the CompanyHongcheng Technology, 5.2.1 the Shareholder no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights right on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Hongcheng Education Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Hongcheng Education to dispose of any of the SH MSN Hongcheng Education Assets (except as occurs for the disposal during the arm’s length operationsordinary cause of business); 5.2.4 it shall not terminate or cause the management of SH MSN Hongcheng Education to terminate any Material Agreements entered into by SH MSNHongcheng Education, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of the board of directors (if any), supervisors or any other management personnel of SH MSN to Hongcheng Education that should be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or releasedividend; 5.2.7 to maintain the ownership of SH MSN to all its assets, it shall sign all the necessary ensure that Hongcheng Education shall validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 it shall not amend the Articles of Association of SH MSN;Hongcheng Education; and 5.2.9 it shall ensure that SH MSN Hongcheng Education shall not lend or borrow any money, or provide guarantee or engage in provide security activities in any other forms, or bear any substantial material obligations other than on during the arm’s length basis.ordinary cause of business; and 5.3 The Shareholder hereby undertakes that it It must make all its efforts during the term of this Agreement to develop the business of SH MSNHongcheng Education, and ensure that the operations of SH MSN Hongcheng Education are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Assets or Hongcheng Education Assets, its credit standing business reputation, or affect the validity of the Business Permits of SH MSNHongcheng Education.

Undertakings by the Shareholders. 6.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH MSN Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 6.2 The Shareholder Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyHUAYA, 5.2.1 the Shareholder 6.2.1 no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the SH MSN Target Company Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of SH MSN Target Company to dispose of any of the SH MSN Target Company Assets (except as occurs during the arm’s 's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of SH MSN Target Company to terminate any Material Agreements entered into by SH MSNTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by HUAYA in writing); 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Target Company to be appointed or dismissed by the Shareholders; 5.2.6 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, 6.2.8 it shall sign all the necessary ensure that Target Company shall validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 6.2.9 it shall not amend the Articles of Association of SH MSNTarget Company or cast affirmative votes regarding such amendment; 5.2.9 6.2.10 it shall ensure that SH MSN Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s 's length basis.; and 5.3 6.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH MSNTarget Company, and ensure that the operations of SH MSN Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Target Company Assets or its credit standing or affect the validity of the Business Permits of SH MSNTarget Company. 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by HUAYA will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement.

Undertakings by the Shareholders. 6.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH MSN Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 6.2 The Shareholder Shareholders hereby undertakes individually undertake within the term of this Agreement that that: 6.2.1 without the prior written consent by the Company, 5.2.1 the Shareholder XXXX, no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it 6.2.2 without the prior written consent by XXXX, no Shareholders shall not increase or decrease the SH MSN Target Company Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it 6.2.3 without the prior written consent by XXXX, no Shareholders shall not dispose of or cause the management of SH MSN Target Company to dispose of any of the SH MSN Target Company Assets (except as occurs during the arm’s 's length operations); 5.2.4 it 6.2.4 without the prior written consent by XXXX, no Shareholders shall not terminate or cause the management of SH MSN Target Company to terminate any Material Agreements entered into by SH MSNTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it 6.2.5 without the prior written consent by XXXX, no Shareholders shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by XXXX in writing); 6.2.6 without the prior written consent by XXXX, no Shareholders shall appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Target Company to be appointed or dismissed by the Shareholders; 5.2.6 it 6.2.7 without the prior written consent by XXXX, no Shareholders shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, 6.2.8 it shall sign all the necessary ensure that Target Company shall validly exist and prevent Target Company from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 it 6.2.9 without the prior written consent by XXXX, no Shareholders shall not amend the Articles of Association of SH MSNTarget Company or cast affirmative votes regarding such amendment; 5.2.9 6.2.10 it shall ensure that SH MSN Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s 's length basis; and 6.2.11 if it acquires any equity interest of a new cosmetology hospital other than the Target Company within the term of this Agreement and such new cosmetology hospital's business relies on the service provided by XXXX, it shall xxxxx XXXX Transferred Option in respect to the equity interest held by it in such cosmetology hospital subject to and upon the same terms and conditions of this Agreement. 5.3 6.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH MSNTarget Company, and ensure that the operations of SH MSN Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Target Company Assets or its credit standing or affect the validity of the Business Permits of SH MSNTarget Company. 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all equity interests held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by XXXX will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement. 6.5 SHESAYS undertakes that, before its Exercise of Option and acquire all equity of SHESAYS, SHESAYS shall not do the following: 6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Target Company, or permit creating any encumbrance or other third party's interest on such assets, business, revenue or other legal rights (except as occurs during the arm's length or operations or daily operation, or as is disclosed to XXXX and approved by XXXX in writing); 6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to XXXX and approved by XXXX in writing); 6.5.3 release any dividend or share profit to the Personal Shareholders or cause the Target Company to do so in any form.

Undertakings by the Shareholders. 6.1 The Shareholder Shareholders hereby undertakes: 5.1 Within individually undertake within the term of this Agreement that he it must take all necessary measures to ensure that SH MSN Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. 5.2 6.2 The Shareholder Shareholders hereby undertakes individually undertake within the term of this Agreement that without the prior written consent by the CompanyHangzhou MYL Consulting, 5.2.1 the Shareholder 6.2.1 no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the SH MSN Target Company Registered CapitalCapital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of SH MSN Target Company to dispose of any of the SH MSN Target Company Assets (except as occurs during the arm’s 's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of SH MSN Target Company to terminate any Material Agreements entered into by SH MSNTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Hangzhou MYL Consulting in writing); 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of SH MSN Target Company to be appointed or dismissed by the Shareholders; 5.2.6 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, 6.2.8 it shall sign all the necessary ensure that Target Company shall validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 6.2.9 it shall not amend the Articles of Association of SH MSNTarget Company or cast affirmative votes regarding such amendment; 5.2.9 6.2.10 it shall ensure that SH MSN Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s 's length basis; and 6.2.11 If it acquires any equity interest of a new business education company other than the Target Company within the term of this Agreement and such new business education company's business relies on the service provided by Hangzhou MYL Consulting and/or Focus Media Digital, it shall grant Hangzhou MYL Consulting Transferred Option in respect to the equity interest held by it in such business education company subject to and upon the same terms and conditions of this Agreement. 5.3 6.3 The Shareholder Shareholders hereby undertakes individually undertake that it must make all its efforts during the term of this Agreement to develop the business of SH MSNTarget Company, and ensure that the operations of SH MSN Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Target Company Assets or its credit standing or affect the validity of the Business Permits of SH MSNTarget Company. 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by Hangzhou MYL Consulting will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement. 6.5 HANGZHOU MYL COMMERCIAL undertakes that, before Hangzhou MYL Consulting’s Exercise of Option and acquire all equity of HANGZHOU MYL COMMERCIAL, HANGZHOU MYL COMMERCIAL shall not do the following: 6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Target Company, or permit creating any encumbrance or other third party's interest on such assets, business, revenue or other legal rights (except as occurs during the arm's length or operations or daily operation, or as is disclosed to Hangzhou MYL Consulting and approved by Hangzhou MYL Consulting in writing); 6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to Hangzhou MYL Consulting and approved by Hangzhou MYL Consulting in writing); 6.5.3 release any dividend or share profit to the Personal Shareholders or cause the Target Company to do so in any form.

Undertakings by the Shareholders. 5.1 The Shareholder Shareholders hereby undertakes: 5.1 Within severally undertake that, within the term of this Agreement that he Agreement, it must take all necessary measures to ensure that SH MSN CGEN Culture is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without prior written consent by CGEN Digital, if the business term of CGEN Culture is to expire during the term of this Agreement, Shareholders shall take all necessary measures to extend the business term to ensure it expires at the end of the term of this Agreement. 5.2 The Shareholder Unless otherwise stipulated by applicable PRC Law, during the term of the Agreement, the Shareholders hereby undertakes severally undertake within the term of this Agreement that without the prior written consent by the CompanyCGEN Digital, 5.2.1 the Shareholder no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease CGEN Culture Registered Capital or cast affirmative vote regarding the SH MSN Registered Capitalaforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of SH MSN CGEN Culture to dispose of any of the SH MSN CGEN Culture Assets (except as occurs during the arm’s length operations); 5.2.4 it shall not terminate or cause the management of SH MSN CGEN Culture to terminate any Material Agreements entered into by SH MSNCGEN Culture, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause CGEN Culture to conduct any transactions that may substantively affect the assets, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm’s length operations or daily operation, or having been disclosed to and approved by CGEN Digital in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors director or members of board of directors (if any), supervisors or any other management personnel of SH MSN CGEN Culture who is required to be appointed appoint or dismissed dismiss by the Shareholders; 5.2.6 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.7 to maintain the ownership of SH MSN to all its assets, 5.2.8 it shall sign all the necessary ensure that CGEN Culture validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 5.2.9 it shall not amend the Articles of Association of SH MSNCGEN Culture or cast affirmative votes regarding such amendment; 5.2.9 5.2.10 it shall ensure that SH MSN CGEN Culture shall not lend or borrow any moneyloan, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm’s length basis. 5.3 The Shareholder Shareholders hereby undertakes that it must make all its efforts severally undertake that, during the term of this Agreement Agreement, to develop the business of SH MSNCGEN Culture at its best affect, and ensure that the operations of SH MSN CGEN Culture are legal legitimate and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN CGEN Culture Assets or its credit standing or affect the validity of the Business Permits of SH MSNCGEN Culture. 5.4 CGEN Culture undertakes that, before CGEN Digital exercises the Option and acquire all equity of CGEN Culture, CGEN Culture shall not do the following: 5.4.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own, or permit creating any encumbrance or other third party’s interest on such assets, business, revenue or other legal rights (except for as occurs during the arm’s length operations or daily operation, or as is disclosed to CGEN Digital and approved by CGEN Digital in writing); 5.4.2 conduct any transactions that may materially affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except for those occurring during the arm’s length operations or daily operation, or having been disclosed to CGEN Digital and approved by CGEN Digital in writing); 5.4.3 release any dividend or share profit to Shareholders in any form.

Undertakings by the Shareholders. The Shareholder Each of the Shareholders hereby undertakesmakes the following undertakings: 5.1 Within the term of this Agreement that he Agreement, it must take all necessary measures to ensure that SH MSN Xiandai Xingye is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect effective at any time. 5.2 The Shareholder hereby undertakes within Within the term of this Agreement that Agreement, without the prior written consent by the CompanyHongcheng Technology, 5.2.1 the Shareholder no Shareholders shall not transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights right on any Option Equity; 5.2.2 it shall not increase or decrease the SH MSN Xiandai Xingye Registered Capital; 5.2.3 it shall not dispose of or cause the management of SH MSN Xiandai Xingye to dispose of any of the SH MSN Xiandai Xingye Assets (except as occurs for the disposal during the arm’s length operationsordinary cause of business); 5.2.4 it shall not terminate or cause the management of SH MSN Xiandai Xingye to terminate any Material Agreements entered into by SH MSNXiandai Xingye, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not appoint or cancel or replace any executive directors or members of the board of directors (if any), supervisors or any other management personnel of SH MSN to Xiandai Xingye that should be appointed or dismissed by the Shareholders; 5.2.6 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or releasedividend; 5.2.7 to maintain the ownership of SH MSN to all its assets, it shall sign all the necessary ensure that Xiandai Xingye shall validly exist and prevent it from being terminated, liquidated or appropriate documents, take all the necessary or appropriate actions, file any necessary or appropriate claim or make any necessary and appropriate defence to all the claimsdissolved; 5.2.8 it shall not amend the Articles of Association of SH MSN;Xiandai Xingye; and 5.2.9 it shall ensure that SH MSN Xiandai Xingye shall not lend or borrow any money, or provide guarantee or engage in provide security activities in any other forms, or bear any substantial material obligations other than on during the arm’s length basis.ordinary cause of business; and 5.3 The Shareholder hereby undertakes that it It must make all its efforts during the term of this Agreement to develop the business of SH MSNXiandai Xingye, and ensure that the operations of SH MSN Xiandai Xingye are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the SH MSN Assets or Xiandai Xingye Assets, its credit standing business reputation, or affect the validity of the Business Permits of SH MSNXiandai Xingye.