Common use of Undertakings of the Pledgors Clause in Contracts

Undertakings of the Pledgors. During the term of this Contract, the Pledgors undertake to the Pledgee for the benefit of the Pledgee that: 7.1.1 Without the prior written consent of the Pledgee, the Pledgors may not transfer the Equities, nor establish or permit the existence of any pledge that may affect the rights and interests of the Pledgee, nor cause the board of shareholders of Target Company to adopt any resolution on the sale/transfer/pledge or otherwise disposal of the lawful beneficial interest of any equity of such company or on permission of any other security interest thereon, save and except the transfer pursuant to the Right of First Refusal and Cooperation Agreement signed by and among the Pledgors, the Pledgee and Target Company on April 20, 2017 of Equities to the Pledgee or institution or person designated thereby or the transfer between the Pledgors, provided that such transfer does not affect the effect of the pledge (the transferor shall give a prior notice to the Pledgee); 7.1.2 He/she shall abide by and implement all provisions of laws and regulations concerning pledge of rights and, within five days after receiving the notice, instruction or suggestion given or made by related competent authority with respect to the Right of Pledge, produce the aforesaid notice, instruction or suggestion to the Pledgee, and shall also abide by the aforesaid notice, instruction or suggestion, or raise any objection or make any representations as reasonably required by the Pledgee or upon the consent of the Pledgee. 7.1.3 He/she will notify the Pledgee in a timely manner of any event or notice that may cause influence on the right of the Pledgors to the Collateral or any part thereof, and on change by the Pledgors of any warranty and obligation set herein, or any event or notice that may bring about influences.

Undertakings of the Pledgors. 1. During the term of this Contracthereof, the Pledgors undertake to the Pledgee for the benefit of the Pledgee thatthat they will: 7.1.1 Without (a) Not, without the prior written consent of the Pledgee, the Pledgors may not directly or indirectly transfer the Equitiesequity interests in any way, nor establish or create or permit the existence of any pledge that may or other form of security which might affect the rights and interests of the Pledgee, nor cause other than the board of shareholders of Target Company to adopt any resolution on the sale/transfer/pledge or otherwise disposal of the lawful beneficial interest of any equity transfer of such company equity interests to the Pledgee or on permission of any other security interest thereon, save and except the transfer its designee pursuant to the Right Exclusive Option Contract entered into as of First Refusal and Cooperation Agreement signed the date hereof by and among the Pledgors, the Pledgee and Target Company on April 20the Domestic Company; (b) Comply with and enforce the provisions of all the laws and regulations governing the pledge of rights, 2017 of Equities present to the Pledgee the notices, instructions or institution or person designated thereby or suggestions issued by the transfer between competent authorities in connection with the Pledgors, provided that such transfer does not affect the effect Pledge Right within five (5) days upon receipt of the pledge (the transferor shall give a prior notice to the Pledgee); 7.1.2 He/she shall abide by and implement all provisions of laws and regulations concerning pledge of rights andforegoing notices, within five days after receiving the notice, instruction instructions or suggestion given or made by related competent authority with respect to the Right of Pledge, produce the aforesaid notice, instruction or suggestion to the Pledgeesuggestions, and shall also abide by the aforesaid noticecomply with such notices, instruction instructions or suggestion, or raise any objection suggestions or make any representations as reasonably required by objections and statements concerning the foregoing matters at the reasonable request of the Pledgee or upon with the consent of the Pledgee.; 7.1.3 He/she will (c) Promptly notify the Pledgee in a timely manner of any event or notice received that may cause influence on might affect the right equity interests of the Pledgors to the Collateral or any part thereof, and on change by the Pledgors of any warranty and obligation set herein, or as well as any event or notice received that may bring about influencesmight alter any of the Pledgors’ warranties and obligations hereunder or might affect the Pledgors’ performance of their obligations hereunder. 2. The Pledgors agree that the Pledgee’s right to exercise the Pledge Right pursuant to the terms hereof shall not be interrupted or hindered by the Pledgors or their heirs, spouses, or their agents or any other person through divorce, inheritance or other legal procedures. 3. The Pledgors warrant to the Pledgee that, in order to protect or perfect the security hereunder for the payment of the technology development, consulting and service fees under the Service Agreement, the Pledgors will honestly execute and cause other interested parties to execute all the title certificates and contracts required by the Pledgee and/or perform and cause other interested parties to perform any action required by the Pledgee, facilitate the exercise of the rights and authority granted to the Pledgee hereunder, execute all the variation documents relating to the share certificate with the Pledgee or its designee (natural person/legal person), and provide the Pledgee within a reasonable period with all the notices, orders and decisions relating to the Pledge Right that the Pledgee deems necessary. 4. The Pledgors warrant to the Pledgee that, for the benefit of the Pledgee, the Pledgors will abide by and perform all the warranties, undertakings, agreements, representations and conditions. If the Pledgors fail to perform or fully perform their warranties, undertakings, agreements, representations and conditions, the Pledgors shall indemnify the Pledgee for all the losses thus suffered. 5. The Pledgors warrant to the Pledgee that, on the date hereof, the Pledgors and the Domestic Company shall register the Pledge Right hereunder in the register of shareholders of the Domestic Company; and within sixty (60) days from the date hereof, the Pledgors shall, and shall cause the Domestic Company to, complete the equity pledge registration with the Beijing Municipal Administration for Market Regulation.

Undertakings of the Pledgors. 6.1. During the term existence of this ContractAgreement, the Pledgors undertake to the Pledgee for the benefit of with the Pledgee that: 7.1.1 Without (a) without the prior written consent of the Pledgee, the Pledgors may will not transfer the Pledged Equities, nor or establish or permit the existence of allow any pledge or other form of guarantee that may affect the rights and interests of the Pledgee, nor cause the board of shareholders of Target Company to adopt any resolution on the sale/transfer/pledge or otherwise disposal of the lawful beneficial interest of any equity of such company or on permission of any other security interest thereon, save and except the transfer pursuant to the Right of First Refusal and Cooperation Agreement signed by and among the Pledgors, the Pledgee and Target Company on April 20, 2017 of Equities to the Pledgee or institution or person designated thereby or the transfer between the Pledgors, provided that such transfer does not affect the effect of the pledge (the transferor shall give a prior notice to the Pledgee); 7.1.2 He/she shall abide by (b) the Pledgors will comply with and implement all the provisions of all laws and regulations concerning pledge of rights andrights, within five days after receiving and upon receipt of the notice, instruction or suggestion given issued or made formulated by related the relevant competent authority with respect to on the Right of Pledge, produce present the aforesaid said notice, instruction or suggestion to the PledgeePledgee within five days thereafter, and shall also abide by at the aforesaid same time comply with such notice, instruction or suggestion, or raise any objection or make any representations as reasonably required by objections and statements on the above matters according to the reasonable requirements of the Pledgee or upon with the consent of the Pledgee.; 7.1.3 He/she (c) the Pledgors will notify the Pledgee in a timely manner of any event or received notice that may cause influence on affect the right of the Pledgors rights to the Collateral Pledged Equities or any part thereof, and on of any event or received notice that may change the Pledgors’ warranties and obligations hereunder, or may affect the Pledgors’ performance of their obligations hereunder. 6.2. The Pledgors agree that the Pledgee’s right to exercise the Pledge obtained in accordance with the terms of this Agreement shall not be interrupted or hindered by the Pledgors of any warranty and obligation set herein, or their successors or clients or any event other person by legal proceedings. 6.3. The Pledgors warrant to the Pledgee that in order to protect or notice perfect the Pledgee’s security interests hereunder, the Pledgors will honestly sign and cause other parties having interests in the Pledge to sign all the right certificates and contracts, and/or perform and cause other interested parties to perform the acts required by the Pledgee, provide convenience for the exercise of the rights and authorization granted to the Pledgee hereunder, sign all documents on the change of the equity certificates with the Pledgee or its designated person (natural person/legal person), and provide the Pledgee with all notices, orders and decisions on the Pledge that may bring about influencesthe Pledgee deems necessary within a reasonable period of time. 6.4. The Pledgors warrant to the Pledgee that the Pledgor will abide by and perform all warranties, undertakings, agreements, representations and conditions for the benefit of the Pledgee. If the Pledgors fail to perform or fail to fully perform their warranties, undertakings, agreements, representations and conditions, they shall compensate the Pledgee for all losses incurred by the Pledgee arising therefrom. 6.5. The Pledgors warrant to the Pledgee that the Pledgors, together with other shareholders, shall be jointly and severally liable for their obligations hereunder. 6.6. Each Pledgor irrevocably agrees to waive the preemptive right with respect to the transfer of the Pledged Equities pledged to the Pledgee by other shareholders of the Domestically-funded Company due to the Pledgee’s exercise of the Pledge.

Undertakings of the Pledgors. During The Pledgors hereby severally and jointly undertake to the term Pledgee as follows: 8.1 Without the prior written consent by the Pledgee, the Pledgors shall not 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 ContractAgreement or the Pledged Property, the Pledgors undertake to notify the Pledgee for in writing in a timely manner and shall take, according to the benefit of the Pledgee that: 7.1.1 Without the prior written consent reasonable requirements of the Pledgee, all necessary measures to ensure the pledge interest of the Pledgee in the Pledged Property. 8.4 The Pledgors may shall not transfer the Equities, nor establish conduct or permit any act or action which may have a detrimental effect on the existence interest of any pledge the Pledgee under this Agreement or the Pledged Property. 8.5 The Pledgors guarantee that may affect it shall, according to the rights and interests reasonable requirements of the Pledgee, nor cause take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereto) so as to ensure the board of shareholders of Target Company to adopt any resolution on the sale/transfer/pledge or otherwise disposal of the lawful beneficial interest of any equity of such company or on permission of any other security interest thereon, save and except the transfer pursuant to the Right of First Refusal and Cooperation Agreement signed by and among the Pledgors, the Pledgee and Target Company on April 20, 2017 of Equities to the Pledgee or institution or person designated thereby or the transfer between the Pledgors, provided that such transfer does not affect the effect of the pledge (the transferor shall give a prior notice to the Pledgee); 7.1.2 He/she shall abide by and implement all provisions of laws and regulations concerning pledge of rights and, within five days after receiving the notice, instruction or suggestion given or made by related competent authority with respect to the Right of Pledge, produce the aforesaid notice, instruction or suggestion to the Pledgee, and shall also abide by the aforesaid notice, instruction or suggestion, or raise any objection or make any representations as reasonably required by the Pledgee or upon the consent of the Pledgee. 7.1.3 He/she will notify the Pledgee in a timely manner the Pledged Property and the exercise and realization of such rights. 8.6 In the event of any event or notice that may cause influence on transfer of any Pledged Property resulting from the exercise of the right of to the pledge hereunder, the Pledgors to guarantee that they shall take all necessary measures for the Collateral or any part thereof, and on change by the Pledgors realization of any warranty and obligation set herein, or any event or notice that may bring about influencessuch transfer.

Undertakings of the Pledgors. 6.1 During the term of this ContractAgreement, the Pledgors undertake to the Pledgee for that each of them shall: 6.1.1 neither transfer the benefit Equity nor create or permit to be created any pledges which may have an impact on the rights or benefits of the Pledgee that: 7.1.1 Without the without prior written consent of the Pledgee, except that the Pledgors may not transfer the Equities, nor establish or permit Equity to a person designated by the existence of any pledge that may affect Pledgee in accordance with the rights and interests of the Pledgee, nor cause the board of shareholders of Target Company to adopt any resolution on the sale/transfer/pledge or otherwise disposal of the lawful beneficial interest of any equity of such company or on permission of any other security interest thereon, save and except the transfer pursuant to the Right of First Refusal and Cooperation Exclusive Purchase Option Agreement signed by and entered into among the Pledgors, the Pledgee and Target Company on April 20AutoNavi Software; 6.1.2 comply with and implement the provisions of all the laws and regulations in connection with the pledge of rights, 2017 of Equities present to the Pledgee or institution or person designated thereby or the transfer between the Pledgors, provided that such transfer does not affect the effect of the pledge (the transferor shall give a prior notice to the Pledgee); 7.1.2 He/she shall abide by and implement all provisions of laws and regulations concerning pledge of rights and, within five days after receiving the noticenotices, instruction orders or suggestion given suggestions issued or made by related competent authority authorities with respect to the Right of PledgePledge and follow such notices, produce the aforesaid noticeorders or suggestions, instruction or suggestion object to the Pledgee, foregoing matters and shall also abide by make statement at the aforesaid notice, instruction or suggestion, or raise any objection or make any representations as reasonably required by reasonable request of the Pledgee or upon with the consent of the Pledgee.; 7.1.3 He/she will 6.1.3 notify the Pledgee in a timely manner the Pledgee of any event events or notice that any received notices which may cause influence on affect the right rights of the Pledgors to Pledgee in the Collateral or Equity of any part thereof, and on any events or any received notices which may change any of the Pledgors’ warranties and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement. 6.2 The Pledgors agree that the Pledgee’s right to exercise the Pledge under this Agreement shall not be suspended or impaired by the Pledgors of any warranty and obligation set herein, or any event successors of the Pledgors or notice any person authorized by the Pledgors through legal procedures. 6.3 The Pledgors undertake to the Pledgee that, in order to protect or perfect the security for the payment of the consulting service fee, know-how license fee, domain name license fee and patent license fee under the Business Agreements, the Pledgors will in good faith execute, and will cause other persons having interests in the Pledge to execute all such title certificates and deeds and/or take, and will cause other persons having interests in the Pledge to take all such actions as required by the Pledgee, that may bring about influencesit will facilitate the exercise of the rights and authorizations vested in the Pledgee under this Agreement, that it will execute with the Pledgee or such natural or legal persons as designated by the Pledgee all documents with respect to the change in the certificates of equity interests, and that it will provide all notices, orders and decisions in connection with the Pledge which the Pledgee deems necessary within a reasonable period of time. 6.4 The Pledgors undertake to the Pledgee that the Pledgors will comply with and perform all warranties, undertakings, agreements, representations and conditions for the benefit of the Pledgee. The Pledgors shall compensate the Pledgee for all the losses suffered by the Pledgee due to the failure of the Pledgors to perform, in whole or in part, its warranties, covenants, agreements, representations and conditions.

Undertakings of the Pledgors. 6.1 During the term of this ContractAgreement, the Pledgors undertake to the Pledgee for the benefit of the Pledgee thatPledgee: 7.1.1 Without 6.1.1 that the Pledgors will maintain legal existence of the Borrowers and without prior written consent of the Pledgee, neither cause any change to the ownership of the Borrowers nor suspend or cease the operation of or cancel the registration of the Borrowers; 6.1.2 that other than holding equity interest in the Regional Chain Companies, without prior written consent of the Pledgee, neither Borrower may engage in any lending, operation and/or investment activity or 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 EquitiesEquity, nor establish create or permit the existence of any pledge on the Equity that may affect the rights right and interests interest of the Pledgee; 6.1.4 that without prior written consent of the Pledgee, the Borrowers may not transfer their equity interest in the Regional Chain Companies to any third party, nor cause create or permit any pledge on such equity interest that may affect the board of shareholders of Target Company to adopt any resolution on the sale/transfer/pledge or otherwise disposal right and interest of the lawful beneficial Pledgee; 6.1.5 that the Pledgee shall be responsible for causing the Borrowers to first deposit any distribution or proceeds from the Regional Chain Companies (including dividends distributed to the equity interest held by the Borrowers in the Regional Companies) into a designated account and may not distribute such funds without consent of the Pledgee. Upon request of the Pledgee, such funds shall first be paid to the Pledgee as repayment of the loan; 6.1.6 that the Pledgee has the right, as it considers to be necessary, to request the Pledgors to transfer all or part of the Equity to any equity third party designated by the Pledgee which satisfies the requirements of PRC laws and regulations. The price of such company or on permission of any other security interest thereon, save and except the equity transfer pursuant shall be equal to the Right amount of First Refusal registered capital represented by such equity, unless then applicable PRC laws and Cooperation Agreement signed regulations require evaluation of the equity or have other restriction with respect to 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 have other restriction with respect to 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 requests such equity transfer in accordance with this article, the Pledgors shall transfer their equity to such third party, execute all documents necessary for such transfer and among assist to accomplish all procedures necessary for such transfer according to the Pledgorsrequest of the Pledgee. The price for equity transfer under this Article obtained by the Pledgors shall first be deposited into certain 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 transfer may first be used to repay the loan of the Borrowers under the Loan Agreement; 6.1.7 that in the extent as permitted by PRC law, the Pledgee and Target Company on April 20, 2017 has the right to request the Borrowers to sell all or part of Equities their equity interest in the Regional Chain Companies to the Pledgee or institution any third party designated by the Pledgee which satisfies the requirements of PRC laws. The price for the equity interest to be transferred shall be equal to the purchase price initially paid by the Borrowers, unless then applicable PRC laws and regulations require evaluation of the equity interest or person designated thereby have other restriction with respect to the price. If the PRC laws and regulations, applicable at the time when the Pledgee raises the request of equity interest transfer, require evaluation of the equity interest or have other restriction with respect to 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 equity interest transfer between request in accordance with this article, the PledgorsPledgors shall cause the Borrowers to transfer such equity interest in the Regional Chain Companies, provided that assist to accomplish relevant procedures for such transfer does not affect according to the effect request of Party A and execute relevant documents, as well as cause the Borrowers to use the price for sale of such equity interest first to repay the Pledgee the loan under the Loan Agreement; 6.1.8 that if any Regional Chain Company is liquidated, the Pledgors shall cause the Borrowers to sell their assets distributed from such Regional Chain Company in liquidation to the Pledgee in the price no higher than the purchase price for its equity in such Regional Chain Company, to offset debt of the pledge (Borrowers under the transferor Loan Agreement at the same amount. If the asset distributed is cash, the Pledgors shall give a prior notice cause the Borrowers to first use such cash to repay the debt of the Borrowers under the Loan Agreement; 6.1.9 that the Pledgors shall cause the Borrowers to grant their voting right in the shareholders' meeting of each Regional Chain Company to the Pledgee);. Meanwhile, the Pledgors shall cause the Borrowers to grant the voting rights of the directors appointed by them in each Regional Chain Company to the directors appointed by the Pledgee in such Regional Chain Company. 7.1.2 He/she shall abide by 6.1.10 that the Pledgors will comply with and implement all provisions of laws and regulations concerning pledge of rights andon right, within five days after when receiving the any notice, instruction order or suggestion given advice from relevant supervising authorities in connection with the Pledge Right, show such notice, order or made by related competent authority advice in five (5) days to the Pledgee and comply with such notice, order or advice, or present objection and representation with respect to the Right above matter upon reasonable request of Pledge, produce the aforesaid notice, instruction or suggestion to the Pledgee, and shall also abide by the aforesaid notice, instruction or suggestion, or raise any objection or make any representations as reasonably required by the Pledgee or upon the under consent of the Pledgee.; and 7.1.3 He/she 6.1.11 that the Pledgors will promptly notify the Pledgee in a timely manner of any event or notice received that may cause influence on affect the 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 the right of the Pledgors Pledgee to exercise the Collateral rights as a pledgee in accordance with this Agreement shall not be interrupted or any part thereof, and on change deterred by the Pledgors of any warranty and obligation set herein, or any event successor or notice consigner of the Pledgors or any other preson through legal proceedings. 6.3 The Pledgors undertakes to the Pledgee that may bring about influencesto protect or perfect security of this Agreement for repayment of loan and performance of obligations under the Principal Agreements, the Pledgors faithfully enter into and cause other parties involved in connection with the Pledge Right to enter into all right certificates, agreements required by the Pledgee and/or take and cause other parties involved to take the actions required by the Pledgee and provide convenience for the Pledgee to exercise its rights and authorities granted by this Agreement. 6.4 The Pledgors undertakes to the Pledgee that for the benefit of the Pledgee, the pledgors will comply with and implement all warranties, undertakings, agreements, representations and conditions. In case that the Pledgors fail to implement or fail to fully implement any of its warranties, undertakings, agreements, representations and conditions, the Pledgors shall indemnify all losses caused to the Pledgee.

Undertakings of the Pledgors. During For the term benefit of this Contractthe Pledgee, the Pledgors undertake to the Pledgee for that during the benefit term of the Pledgee thatthis Contract: 7.1.1 Without without the prior written consent of the Pledgee, the Pledgors may not transfer the Equities, nor establish or permit the existence of any pledge that may affect the rights and interests of the Pledgee, nor cause the board shareholders’ meeting of shareholders of the Target Company to adopt any resolution on the saleselling/transfertransferring/pledge pledging or otherwise disposal disposing of the lawful beneficial interest of any equity of such company or on permission of any other security interest thereon, save and except for the transfer pursuant to under the Right of First Refusal and Cooperation Agreement signed by and among the Pledgors, the Pledgee and the Target Company on April 20July 11, 2017 2018 of the Equities to the Pledgee or any institution or person designated thereby by it, or the transfer between the Pledgors, provided that such transfer does shall not affect the effect of the pledge (in which case the transferor shall give a prior notice to the Pledgee); 7.1.2 Hehe/she shall will abide by and implement all provisions of laws and regulations concerning pledge of rights and, within five (5) days after receiving the notice, instruction or suggestion given or made by related competent authority with respect to the Right of Pledge, produce the aforesaid notice, instruction or suggestion to the Pledgee, and shall also abide by the aforesaid notice, instruction or suggestion, or raise any objection or make any representations as reasonably required by the Pledgee or upon the consent of the Pledgee. 7.1.3 Hehe/she will notify the Pledgee Pledgee, in a timely manner manner, of any event or notice that may cause influence on the right of the Pledgors to the Collateral or any part thereof, and on of any change made by the Pledgors of any warranty and obligation set herein, or any event or notice that may bring about any influences.