Common use of Cooperative Relations Clause in Contracts

Cooperative Relations. Party B undertakes and warrants that the New Company shall enter into certain Related Contracts with LXHD (and/or its shareholders Party B(1) and Party B(2)), the Natural Persons designated by Party A and/or Party D. The content and form of the Related Contracts shall be in accordance with those listed in Schedule D hereto and agreed upon by Party A and Party B. For the purpose to establish a series of legal relations between the New Company and LXHD, such Related Contracts include: (i) Exclusive Technical and Consulting Services Agreement between the New Company and LXHD, based on which the New Company shall provide LXHD with technical consulting and other related services and LXHD shall accept the services and pay the New Company a portion of the proceeds generated from such consulting services; (ii) Business Operation Agreement between the New Company and LXHD and its shareholders (i.e. Party B(1) and Party B(2) prior to the Closing and Party A’s designated Natural Persons after the Closing), based on which the New Company, for the purpose of ensuring LXHD’s normal business operation, shall serve as LXHD’s guarantor when LXHD sign with other third parties certain contracts, agreements or transactions relating to its business operations. As the guarantee, LXHD agrees to pledge to the New Company its account receivables of its operations and all its assets; (iii) Exclusive Option Agreement between TBIL and LXHD’s shareholders (i.e. Party B(1) and Party B(2) prior to the Closing and Party A’s designated Natural Persons after the Closing), based on which the LXHD’s shareholders (including all the shareholders before or after the Closing) shall grant TBIL the exclusive call options to purchase all or part of LXHD’s shares, subject to the permission of the Chinese laws and regulations; (iv) Share Pledge Agreement between the New Company and LXHD’s shareholders (i.e. Party B(1) and Party B(2) prior to the Closing and Party A’s designated Natural Persons after the Closing), based on which LXHD’s shareholders (including all the shareholders before or after the Closing) shall pledge its shareholdings of LXHD to the New Company to ensure that LXHD shall distribute the proceeds generated from the consulting services under the above-mentioned Exclusive Technical and Consulting Services Agreement; (v) Share Transfer Agreement among Party B(1), Party B(2) and Party A’s designated Natural Persons, based on which Party B(1) and Party B(2) shall transfer LXHD’s shares held by them, 51% and 49% respectively, to Party A’s designated Natural Persons; (vi) Power of Attorney between LXHD’s shareholders (i.e. Party B(1) and Party B(2) prior to the Closing and Party A’s designated Natural Persons after the Closing) and the persons designated by the New Company, based which such designated persons shall be fully authorized to exercise all the rights of one of HXHD’s shareholders (including all the shareholders before or after the Closing); (vii) Loan Agreement between TBIL and Party A’s designated Natural Persons, based on which TBIL shall provide Party A’s designated Natural Persons with loan, while the latter shall, after purchasing the shares of LXHD transferred by Party B, use the loan solely in the business operation of LXHD for the development of LXHD’s business; (viii) Warranty and Indemnification Agreement between Party A and Party B, based on which Party B shall warrant to Party A to compensate for any loss Party A incurs due to and in respect of the following matters: (i) those that should occur before Party A is registered as the shareholder of TBIL by law; (ii) those that should occur before Party A’s designated Natural Persons purchase the shares of LXHD transferred by Party B(1) and Party B(2); and (iii) the lawful establishment of the New Company.