Common use of Undertakings of the Pledgors Clause in Contracts

Undertakings of the Pledgors. 6.1 The Pledgors hereby undertake to the Pledgee that during the term of the Agreement: 6.1.1 Except for the transfer of the equity to the Pledgee or the person designated by the Pledgee at the request of the Pledgee, the equity will not be transferred without the prior written consent of the Pledgee, nor will any other encumbrances or third-party interests of any kind be created or allowed to exist on the equity, such as pledge, which may affect the rights and interests of the Pledgee, until the obligations under each Agreement have been fully performed. Without the prior written consent of the Pledgee, no action will be taken that would or might result in a change in the equity or rights attaching to the equity, and such change would or might materially and adversely affect the Pledgee’s rights under the Agreement. 6.1.2 The Pledgors comply with and execute all applicable laws and regulations relating to the Pledge Rights, and will, within five (5) business days upon the receipt of the notice, instruction or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions of the Pledgee. 6.1.3 The Pledgor will promptly notify the Pledgee of any event or notice that may affect the equity of the Pledgors or any other right hereunder, and any event or notice which may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights of the Pledgee under each agreement and the Agreement, or that may affect the validity and enforceability of each agreement and the Agreement. 6.3 The Pledgors warrant to the Pledgee that to protect or improve the guarantee hereunder for the obligations of the Pledgee and/or Party C under each agreement, the Pledgors will make all amendments (if required) to the Articles of Association of Party C, will execute in good faith, and cause other parties interested in the Pledge Rights to execute, all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, all acts reasonably required by the Pledgee, and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party designated by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representations, the Pledgors shall compensate the Pledgee for all losses suffered thereby.

Undertakings of the Pledgors. 6.1 The Pledgors hereby undertake to the Pledgee that during the term of the Agreement: 6.1.1 Except for the transfer of the equity to the Pledgee or the person designated by the Pledgee at the request of the Pledgee, the equity will not be transferred without the prior written consent of the Pledgee, nor will any other encumbrances or third-party interests of any kind be created or allowed to exist on the equity, such as pledge, which may affect the rights and interests of the Pledgee, until the obligations under each Agreement have been fully performed. Without the prior written consent of the Pledgee, no No action will be taken that would or might result in a change in the equity or rights attaching to the equity, and such change would or might materially and adversely affect the Pledgee’s rights under the Agreement. 6.1.2 The Pledgors comply with and execute all applicable laws and regulations relating to the Pledge Rightspledge, and will, within five (5) business days upon the receipt of the notice, instruction or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions of the Pledgee. 6.1.3 The Pledgor will promptly notify the Pledgee of any event or notice that may affect the equity of the Pledgors or any other right hereunder, and any event or notice which may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights of the Pledgee under each agreement and the Agreement, or that may affect the validity and enforceability of each agreement and the Agreement. 6.3 The Pledgors warrant to the Pledgee that to protect or improve the guarantee hereunder for the obligations of the Pledgee and/or Party C under each agreement, the Pledgors will make all amendments (if required) to the Articles of Association of Party C, will execute in good faith, and cause other parties interested in the Pledge Rights to execute, all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, all acts reasonably required by the Pledgee, and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party designated by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representations, the Pledgors shall compensate the Pledgee for all losses suffered thereby.

Undertakings of the Pledgors. 6.1 The During the term of this Agreement, the Pledgors hereby undertake to the Pledgee that during for the term benefit of the AgreementPledgee: 6.1.1 Except for that the transfer Pledgors will maintain legal existence of the equity to the Pledgee or the person designated by the Pledgee at the request of the Pledgee, the equity will not be transferred Pledgors and without the prior written consent of the Pledgee, neither dissolve, liquidate, suspend, cease operation nor will any cancel registration; 6.1.2 that other encumbrances or third-party interests of any kind be created or allowed to exist on than holding equity interest in the equityRegional Chain Companies, such as pledge, which may affect the rights and interests of the Pledgee, until the obligations under each Agreement have been fully performed. Without the without prior written consent of the Pledgee, no action will the Pledgors neither engage in any lending, operation and/or investment activity nor make any increase or decrease of registered capital; 6.1.3 that without prior written consent of the Pledgee, the Pledgors may not transfer the Equity, nor create or permit any pledge on the Equity that may affect the right and interest of the Pledgee; 6.1.4 that the Pledgors shall first deposit any income from the regional Nepstar companies (including dividends distributed to the Equity) into designated account as security fund for the loan and may not distribute such income without written consent of the Pledgee. Upon request of the Pledgee, such income shall first be taken paid to the Pledgee as repayment of the loan; 6.1.5 that would the Pledgee has the right, as it considers to be necessary, to request the Shareholders of Pledgors to transfer all or might result part of their equity in a change in the Pledgors to any third party designated by the Pledgee which satisfies the requirements of PRC laws and regulations. The price of such equity transfer shall be equal to the amount of registered capital represented by such equity, unless the applicable PRC laws and regulations require evaluation of the equity or rights attaching have other restriction towards the price. If the PRC laws and regulations applicable at the time when the Pledgee raises such equity transfer request in accordance with this Article require evaluation of the equity or impose other restriction on the price, the parties agree that the price for the equity to be transferred shall be the lowest as permitted by applicable law. When the Pledgee raises such equity transfer request in accordance with this Article, the Pledgors shall assist the Shareholders of Pledgors to transfer their equity in the Pledgors, execute relevant documents and satisfy relevant procedures of equity transfer. The price for the equity sold by the Shareholders of Pledgors under this Article shall first be deposited into designated account as security fund for the loan and may not be used without written consent of the Pledgee. Upon request of the Pledgee, such price of equity transferred may first be used to repay the loan of the Pledgors under the Loan Agreement; 6.1.6 that to the equityextent as permitted by PRC law, the Pledgee has the right to request the Pledgors to sell all or part of their Equity to the Pledgee or any third party designated by the Pledgee which satisfies the requirements of PRC law. The price for the Equity transferred shall be equal to the purchase price initially paid by the Pledgors, unless the applicable PRC laws and regulations require evaluation of the equity interest or impose other restrictions on the price. If the PRC laws and regulations, applicable at the time when the Pledgee raises the request of Equity transfer, require evaluation of the equity interest or impose other restrictions on the price, the parties agree that the price for the equity interest to be transferred shall be the lowest as permitted by applicable law. When the Pledgee raises such change would or might materially Equity transfer request in accordance with this article, the Pledgors shall transfer such Equity, execute relevant documents and adversely affect assist in satisfying relevant procedures for such Equity transfer according to the request of the Pledgees. The price for sale of such Equity of the Pledgors shall be first used to repay to the Pledgee the loan under the Loan Agreement; 6.1.7 that if any regional chain company is liquidated, the Pledgors shall sell their asset distributed from such regional chain company in liquidation to the Pledgee in the price no higher than the purchase price for their equity in such regional chain company, to offset debt of the Pledgors under the Loan Agreement at the same amount. If the asset distributed is cash, the Pledgors shall first use such cash to repay the their debt under the Loan Agreement; 6.1.8 that the Pledgors shall grant all voting rights in the shareholders' meeting of each regional chain company to the Pledgee’s . Meanwhile, the Pledgors shall grant all voting rights under of the Agreementdirectors appointed by them in each to the directors appointed by the Pledgee in each regional chain company. 6.1.2 The 6.1.9 that the Pledgors will comply with and execute implement all applicable provisions of laws and regulations relating to concerning pledge on right, when receiving any notice, order or advice from relevant supervising authorities in connection with the Pledge RightsRight, and willshow such notice, within order or advice in five (5) business days to the Pledgee and comply with such notice, order or advice, or present objection and representation with respect to above matter upon the receipt reasonable request of the notice, instruction Pledgee or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions under consent of the Pledgee.; and 6.1.3 The Pledgor 6.1.10 that the Pledgors will promptly notify the Pledgee of any event or notice received that may affect the equity Pledgors' Equity or any part of rights, as well as any event or notice received that may change or affect any warranty or obligation of the Pledgors under this Agreement. 6.2 The Pledgors agree that the right of the Pledgee to exercise the rights as a pledgee in accordance with this Agreement shall not be interrupted or deterred by the Pledgors or any successor or consigner of the Pledgors or any other right hereunder, and any event or notice which may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights of the Pledgee under each agreement and the Agreement, or that may affect the validity and enforceability of each agreement and the Agreementpreson through legal proceedings. 6.3 The Pledgors warrant undertake to the Pledgee that to protect or improve perfect security under this Agreement for repayment of loan and performance of obligations under the guarantee hereunder for the obligations of the Pledgee and/or Party C under each agreementPrincipal Agreements, the Pledgors will make all amendments (if required) to the Articles of Association of Party C, will execute in good faith, faithfully enter into and cause other parties interested involved in connection with the Pledge Rights Right to execute, enter into all the right certificates of title and covenants as required by the Pledgee may require, and/or perform, take and cause other interested parties involved to perform, all acts reasonably take actions required by the Pledgee, Pledgee and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with provide convenience for the Pledgee or any third party designated to exercise its rights and authorities granted by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as the Pledgee deems necessary within a reasonable period of timethis Agreement. 6.4 The Pledgors warrant undertake to the Pledgee that for the benefit of the Pledgee, the Pledgors will comply with and perform implement all warranties, commitmentsundertakings, agreements agreements, representations and conditions. In case that either Pledgor fails to implement or fails to fully implement any of its warranties, undertakings, agreements, representations for the benefit of and conditions, such Pledgor shall indemnify all losses caused to the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representations, the Pledgors shall compensate the Pledgee for all losses suffered thereby.

Undertakings of the Pledgors. 6.1 The Pledgors hereby undertake to the Pledgee that during the term of the Agreement: 6.1.1 Except for the transfer of the equity to the Pledgee or the person designated by the Pledgee at the request of the Pledgee, the equity will not be transferred without the prior written consent of the Pledgee, nor will any other encumbrances or third-party interests of any kind be created or allowed to exist on the equity, such as pledge, which may affect the rights and interests of the Pledgee, until the obligations under each Agreement have been fully performed. Without the prior written consent of the Pledgee, no No action will be taken that would or might result in a change in the equity or rights attaching to the equity, and such change would or might materially and adversely affect the Pledgee’s rights under the Agreement. 6.1.2 The Pledgors comply with and execute all applicable laws and regulations relating to the Pledge Rightspledge, and will, within five (5) business days upon the receipt of the notice, instruction or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions of the Pledgee. 6.1.3 The Pledgor will promptly notify the Pledgee of any event or notice that may affect the equity of the Pledgors or any other right hereunder, and any event or notice which that may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights of the Pledgee under each agreement and the Agreement, or that may affect the validity and enforceability of each agreement and the Agreement. 6.3 The Pledgors warrant to the Pledgee that to protect or improve the guarantee hereunder for the obligations of the Pledgee and/or Party C under each agreement, the Pledgors will make all amendments (if required) to the Articles of Association of Party C, will execute in good faith, and cause other parties interested in the Pledge Rights to execute, execute all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, perform all acts reasonably required by the Pledgee, and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party designated by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representations, the Pledgors shall compensate the Pledgee for all losses suffered thereby.

Undertakings of the Pledgors. 6.1 The Pledgors hereby severally and jointly undertake to the Pledgee that during the term of the Agreementas follows: 6.1.1 Except for 8.1 Without the transfer of the equity to the Pledgee or the person designated prior written consent by the Pledgee at the request of the Pledgee, the equity will Pledgors shall not be transferred create or permit the creation of any new pledge or any other encumbrance on the Pledged Property; pledge or any other encumbrance on the whole or part of the Pledged Property created without the prior written consent by the Pledgee shall be null and void. 8.2 Without prior written notice to the Pledgee and the Pledgee’s prior written consent, the Pledgors shall not transfer the Pledged Property, and any attempt by the Pledgors to transfer the Pledged Property shall be null and void. The proceeds from transfer of the Pledged Property by the Pledgors shall be used for the repayment in advance of the Guaranteed Liabilities or for escrow to a third party agreed to by the Pledgee. 8.3 In case of any litigation, arbitration or other demand which may have a detrimental effect on the interest of the Pledgors or the Pledgee under this Agreement or the Pledged Property, the Pledgors undertake to notify the Pledgee in writing in a timely manner and shall take, according to the reasonable requirements of the Pledgee, nor will all necessary measures to ensure the pledge interest of the Pledgee in the Pledged Property. 8.4 The Pledgors shall not conduct or permit any other encumbrances act or third-party interests of any kind be created or allowed to exist action which may have a detrimental effect on the equityinterest of the Pledgee under this Agreement or the Pledged Property. 8.5 The Pledgors guarantee that they shall, such as pledge, which may affect according to the rights and interests reasonable requirements of the Pledgee, until the obligations under each Agreement have been fully performed. Without the prior written consent of the Pledgee, no action will be taken that would or might result in a change in the equity or rights attaching to the equity, and such change would or might materially and adversely affect the Pledgee’s rights under the Agreement. 6.1.2 The Pledgors comply with take all necessary measures and execute all applicable laws and regulations relating necessary documents (including but not limited to supplementary agreement hereto) so as to ensure the Pledge Rights, and will, within five (5) business days upon the receipt of the notice, instruction or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions of the Pledgee. 6.1.3 The Pledgor will promptly notify the Pledgee of any event or notice that may affect the equity of the Pledgors or any other right hereunder, and any event or notice which may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights pledge interest of the Pledgee under each agreement in the Pledged Property and the Agreement, or that may affect the validity exercise and enforceability realization of each agreement and the Agreementsuch rights. 6.3 The Pledgors warrant to 8.6 In the Pledgee that to protect or improve the guarantee hereunder for the obligations event of the Pledgee and/or Party C under each agreement, the Pledgors will make all amendments (if required) to the Articles any transfer of Association of Party C, will execute in good faith, and cause other parties interested in the Pledge Rights to execute, all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, all acts reasonably required by the Pledgee, and facilitate any Pledged Property resulting from the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party designated by the Pledgee, and to provide the Pledgee with all documents relating right to the Pledge Rights as the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representationspledge hereunder, the Pledgors guarantee that they shall compensate take all necessary measures for the Pledgee for all losses suffered therebyrealization of such transfer.

Undertakings of the Pledgors. 6.1 The Pledgors hereby undertake severally to the Pledgee that during the term of the Agreementas follows: 6.1.1 Except for 8.1 The Equity Pledge hereunder constitutes the transfer of first-rank security interest over the equity to the Pledgee or the person designated by the Pledgee at the request of the Pledgee, the equity will not be transferred without the prior written consent of the Pledgee, nor will any other encumbrances or third-party interests of any kind be created or allowed to exist on the equity, such as pledge, which may affect the rights and interests of the Pledgee, until the obligations under each Agreement have been fully performedPledged Equity. Without the prior written consent of the Pledgee, no action the Pledgors shall not create or permit the creation of any new pledge or other security interest over the Pledged Equity, and any pledge or other security interest created over part or whole of the Pledged Equity without the prior written consent of the Pledgee shall be void. 8.2 Without prior written notice to and prior written consent of the Pledgee, the Pledgors will not transfer, sell, pledge, dispose of or otherwise create any new encumbrance on the Pledged Equity, and any attempted transfer thereof shall be taken that would or might result in a change in void. The proceeds of the equity or rights attaching transfer of the Pledged Equity by the Pledgors shall be first used to repay the Secured Debts to the equityPledgee or lodged with the third person agreed with the Pledgee. 8.3 When any legal action, arbitration or other claim occurs and such change would may have Material Adverse Effect on the interest of the Pledgors or might materially the Pledgee under the Transaction Agreements and adversely affect this Agreement or the Pledged Equity, the Pledgors undertake to promptly and timely notify the Pledgee in writing, and, at the reasonable request of the Pledgee, take necessary measures to ensure the Pledgee’s rights pledge interest in the Pledged Equity. 8.4 The Pledgors will not take or permit any acts or behaviors that may have adverse effect on the Pledgee’s interest under the AgreementTransaction Agreements and this Agreement or the Pledged Equity. The Pledgors waive their right of first refusal when the Pledgee realizes the pledge hereunder. 6.1.2 8.5 The Pledgors comply with undertake to take necessary actions and sign necessary documents (including but not limited to any supplemental agreement to this Agreement) at the reasonable request of the Pledgee, to ensure that the Pledgee may exercise and realize its pledge interest in the Pledged Equity and relevant rights. 8.6 If the exercise of the pledge hereunder causes transfer of the Pledged Equity, the Pledgors undertake to take necessary actions to realize such transfer. 8.7 Where a meeting of the shareholders or board of directors of the Company is convened to execute this Agreement or create or exercise the pledge hereunder, the Pledgors shall ensure the convening procedure, voting method and content of the meeting shall not violate any laws, administrative regulations of articles of association of the Company. 8.8 The Pledgors have no right to transfer any of their rights and obligations hereunder without the prior consent of the Pledgee. 8.9 Subject to all applicable laws and regulations relating applicable to the Pledge Rightspledge hereunder, and willthe Pledgors shall present to the Pledgee any notice, order or suggestion made or issued by any competent authority in respect of the pledge hereunder (or other matters) within five (5) business days upon the receipt of the after receiving such notice, instruction order or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgeesuggestion, and act in accordance shall comply with the reasonable instructions of same or bring any objection or statement therefor as reasonably requested or consented by the Pledgee. 6.1.3 The Pledgor will promptly notify the Pledgee of any event or notice that may affect the equity of the Pledgors or any other right hereunder, and any event or notice which may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights of the Pledgee under each agreement and the Agreement, or that may affect the validity and enforceability of each agreement and the Agreement. 6.3 The Pledgors warrant to the Pledgee that to protect or improve the guarantee hereunder for the obligations of the Pledgee and/or Party C under each agreement, the Pledgors will make all amendments (if required) to the Articles of Association of Party C, will execute in good faith, and cause other parties interested in the Pledge Rights to execute, all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, all acts reasonably required by the Pledgee, and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party designated by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representations, the Pledgors shall compensate the Pledgee for all losses suffered thereby.

Undertakings of the Pledgors. 6.1 The Pledgors hereby undertake to the Pledgee that during the term of the Agreement: 6.1.1 Except for the transfer of the equity to the Pledgee or the person designated by the Pledgee at the request of the Pledgee, the equity will not be transferred without the prior written consent of the Pledgee, nor will any other encumbrances or third-party interests of any kind be created or allowed to exist on the equity, such as pledge, which may affect the rights and interests of the Pledgee, until the obligations under each Agreement agreement have been fully performed. Without the prior written consent of the Pledgee, no No action will be taken that would or might result in a change in the equity or rights attaching to the equity, and such change would or might materially and adversely affect the Pledgee’s rights under the Agreement. 6.1.2 The Pledgors comply with and execute all applicable laws and regulations relating to the Pledge Rightspledge, and will, within five (5) business days upon the receipt of the notice, instruction or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions of the Pledgee. 6.1.3 The Pledgor will promptly notify the Pledgee of any event or notice that may affect the equity of the Pledgors or any other right hereunder, and any event or notice which that may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights of the Pledgee under each agreement and the Agreement, or that may affect the validity and enforceability of each agreement and the Agreement. 6.3 The Pledgors warrant to the Pledgee that to protect or improve the guarantee hereunder for the obligations of the Pledgee and/or Party C under each agreement, the Pledgors will make all amendments (if required) to the Articles of Association of Party C, will execute in good faith, and cause other parties interested in the Pledge Rights to execute, execute all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, perform all acts reasonably required by the Pledgee, and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party designated by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representations, the Pledgors shall compensate the Pledgee for all losses suffered thereby.

Undertakings of the Pledgors. 6.1 The Pledgors hereby undertake severally covenant to the Pledgee that during as follows: 8.1 In order to realize the term purposes of this Agreement, the Pledgors shall submit the application to the relevant industry and commerce registration authority for the Equity Pledge Registration in accordance with Article 2.3, and complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies and any other formalities required by laws and regulations for realization of the Agreement:arrangement hereunder. 6.1.1 Except for the transfer of the equity to the Pledgee or the person designated by the Pledgee at the request of the Pledgee, the equity will not be transferred without the 8.2 Without prior written consent of the Pledgee, nor will the Pledgors shall not create or allow to be created any new pledge or any other encumbrances or third-party interests of any kind be created or allowed to exist encumbrance on the equity, such as pledge, which may affect the rights and interests Pledges. Any pledge or other encumbrance created on all or part of the Pledgee, until Pledges without prior written consent of the obligations under each Agreement have been fully performed. Pledgee shall be invalid. 8.3 Without the prior written notice to and prior written consent of the Pledgee, no action will the Pledgors shall not transfer the Pledges and all contemplated transfer by the Pledgors shall be taken that would invalid. The proceeds received by the Pledgors from such transfer shall be used for prepayment of the Secured Indebtedness or might result in delivered to a change in third party agreed with the equity Pledgee for escrow. Where any of the Pledgors transfers the Pledges held by him/her after obtaining the consent from the Pledgee, the Pledges held by the other Pledgor shall remain governed by this Agreement and unaffected thereby. 8.4 Where any lawsuit, arbitration or rights attaching to other claim occurs, which may have adverse effect on the equityPledgors, and such change would or might materially and adversely affect the Pledgee’s rights interests under the Agreement. 6.1.2 The Transaction Agreements and this Agreement or the Pledges, the Pledgors comply with and execute all applicable laws and regulations relating to the Pledge Rights, and will, within five (5) business days upon the receipt of the notice, instruction or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions of the Pledgee. 6.1.3 The Pledgor will covenant that they shall promptly notify the Pledgee of any event or notice that may affect in writing as soon as practical and, upon reasonable request from the equity Pledgee, take all necessary measures to ensure the pledge interests of the Pledgee in the Pledges. 8.5 The Pledgors shall not take or allow to be taken any other right hereunder, and any event conduct or notice act which may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights Pledgee’s interests under the Transaction Agreements and this Agreement or the Pledges. 8.6 The Pledgors covenant that, upon reasonable request from the Pledgee, they shall take all necessary measures to execute all necessary documents (including but not limited to a supplementary agreement to this Agreement), so as to ensure the pledge right and interests of the Pledgee under each agreement in the Pledges and the Agreement, or that may affect the validity exercise and enforceability realization of each agreement and the Agreementsuch right. 6.3 The Pledgors warrant to 8.7 In the Pledgee that to protect or improve the guarantee hereunder for the obligations event of the Pledgee and/or Party C under each agreement, the Pledgors will make all amendments (if required) to the Articles any transfer of Association any Pledges as a result of Party C, will execute in good faith, and cause other parties interested in the Pledge Rights to execute, all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, all acts reasonably required by the Pledgee, and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party designated by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representationspledge right hereunder, the Pledgors shall compensate the Pledgee for take all losses suffered therebynecessary measures to realize such transfer.

Undertakings of the Pledgors. 6.1 The Pledgors hereby undertake to the Pledgee that during as follows on a joint and several basis: 9.1. Without prior written consent by the term Pledgee, the Pledgors shall not create or allow to be created any new pledge or any other encumbrance on the Pledged Property. Without prior written consent by the Pledgee, any new pledge or any other encumbrance created on all or any part of the Agreement:Pledge Property shall be null and void. 6.1.1 Except for 9.2. Without prior written notice to the Pledgee and the prior written consent from the Pledgee, the Pledgors shall not transfer the Pledged Property. Any attempted transfer by Pledgors of the Pledged Property in violation of the preceding provision shall be null and void. The proceeds from transfer of the equity Pledged Property by Pledgors upon prior written consent of the Pledgee shall be paid to the Pledgee in advance in satisfaction of the Secured Indebtedness or deposited with the a third party agreed with the Pledgee. 9.3. In case of any litigation, arbitration or other claim which may have an adverse effect on the interest of the Pledgors or the person designated by Pledgee under the Transaction Agreements or this Agreement or on the Pledged Property, the Pledgors undertake to notify the Pledgee thereof in writing as soon as possible and in a timely manner, and shall at the reasonable request of the Pledgee, take, all necessary measures to secure the equity will not be transferred without the prior written consent pledge interest of the Pledgee, nor will Pledgee in the Pledged Property. 9.4. The Pledgors shall not take or omit to take or allow to be taken or omitted to be taken any other encumbrances or third-party interests of any kind be created or allowed to exist on the equity, such as pledgeaction, which may affect the rights and interests of the Pledgee, until the obligations under each Agreement have been fully performed. Without the prior written consent of the Pledgee, no action will be taken that would or might result in a change in the equity or rights attaching to the equity, and such change would or might materially and adversely affect the Pledgee’s rights under the Agreement. 6.1.2 The Pledgors comply with and execute all applicable laws and regulations relating to the Pledge Rights, and will, within five (5) business days upon the receipt of the notice, instruction or recommendation issued by the relevant responsible authorities in respect of the pledge, present the aforesaid notice, instruction or recommendation to the Pledgee, and act in accordance with the reasonable instructions of the Pledgee. 6.1.3 The Pledgor will promptly notify the Pledgee of any event or notice that may affect the equity of the Pledgors or any other right hereunder, and any event or notice which may alter any of the Pledgors’ obligations hereunder or that may affect the performance of the Pledgors’ obligations hereunder, and act in accordance with the reasonable instructions of the Pledgee. 6.2 The Pledgors undertake that they will not commit or permit any action that may have a material adverse effect on the rights interest of the Pledgee under each agreement and the Agreement, Transaction Agreements or that may affect this Agreement or on the validity and enforceability Pledged Property. The Pledgors have waived their rights of each agreement and first refusal with respect to the AgreementPledged Property at the time of the enforcement by the Pledgee of its pledge interest of the Pledge. 6.3 9.5. The Pledgors warrant guarantee that they shall, at the reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited to supplementary agreements hereto) so as to secure the Pledgee that to protect or improve the guarantee hereunder for the obligations pledge interest of the Pledgee and/or Party C under each agreementin the Pledged Property and the exercise and enforcement by the Pledgee of the same. 9.6. In case of transfer of any Pledged Property as a result of the enforcement of the pledge hereunder, the Pledgors guarantee that they will make take all amendments (if required) necessary measures to effectuate such transfer. 9.7. In the event that the Company is required to be liquidated or dissolved pursuant to mandatory provisions under applicable PRC Law, any interest distributed to the Articles of Association of Party CPledgors following the Company’s dissolution or liquidation shall be, will execute in good faith, and cause other parties interested in the Pledge Rights donated to execute, all the certificates of title and covenants as the Pledgee may require, and/or perform, and cause other interested parties to perform, all acts reasonably required by the Pledgee, and facilitate the exercise of the Pledge Rights by the Pledgee, execute all documents relating to changes in certificates of title with the Pledgee or any third party other entity/ person designated by the Pledgee, and to provide the Pledgee with all documents relating to the Pledge Rights as extent permitted under the Pledgee deems necessary within a reasonable period of timeapplicable PRC Law. 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with and perform all warranties, commitments, agreements and representations for the benefit of the Pledgee. If the Pledgors fail to perform or fully perform their warranties, commitments, agreements and representations, the Pledgors shall compensate the Pledgee for all losses suffered thereby.