Common use of Default Liability Clause in Contracts

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation against all damages. 8.2 Regardless otherwise stipulated in this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion of the above transfer. 8.3 The Parties agree and confirm, the Shareholders or Century Shenghuo shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Regardless otherwise stipulated in Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion ; any breach by HEZL of the above transferManagement Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by HEZL of this Agreement. 8.3 The Parties agree and confirm, the Shareholders Shareholder or Century Shenghuo HEZL shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Regardless otherwise stipulated in this 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: Technology License and Service Agreement (1) Any of AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Advertisement Technology (Shanghai) Co., Ltd Ltd. (a wholly foreign invested company incorporated under the laws of China, with its registered legal address at F E, Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇.▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) ▇▇▇▇▇ ▇▇▇t ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as individual shareholders of the Shareholders cause Shanghai Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media Advertisement Co.on March 28, Ltd and Shanghai 2005; or (4) any of AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media Co.and TechCo on March 28, Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion of the above transfer2005. 8.3 10.3 The Parties agree and confirm, the Shareholders or Century Shenghuo confirm that under no circumstances shall not request the AdCo and AdCo Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this Agreement.Agreement provides for otherwise 8.4 10.4 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Regardless otherwise stipulated in this Agreement, the event 10.2 The Parties agree that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion any of the above transferfollowing events shall be deemed to have constituted the Default: (1) Any of ASIA TIMES or its subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder’s Voting Rights PROXY AGREEMENT entered into by it with HUAYA; (2) any of ASIA TIMES or its subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with HUAYA on 9th October, 2018. 8.3 10.3 The Parties agree and confirm, the Shareholders or Century Shenghuo confirm that under no circumstances shall not request the ASIA TIMES and ASIA TIMES Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 Notwithstanding 10.4 Not withstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 9.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Regardless otherwise stipulated in this Agreement9.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: (1) Any of AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Advertisement Technology (Shanghai) Co., Ltd Ltd. (a wholly foreign invested company incorporated under the laws of China, with its registered legal address at F E, Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇t ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Shareholders cause Shanghai Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media Advertisement Co.on March 28, Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion of the above transfer2005. 8.3 The Parties agree and confirm, the Shareholders or Century Shenghuo shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 9.3 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "DEFAULTING PARTY") breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Regardless otherwise stipulated in this Agreement, the event 10.2 The Parties agree that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion any of the above transferfollowing events shall be deemed to have constituted the Default: (1) Any of YUZHI Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights PROXY AGREEMENT entered into by it with YIGO; (2) Any of YUZHI Subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with YIGO on AUGUST 5,2015. 8.3 10.3 The Parties agree and confirm, the Shareholders or Century Shenghuo confirm that under no circumstances shall not request the YUZHI and YUZHI Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 Notwithstanding 10.4 Not withstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's ’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Regardless otherwise stipulated in Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion ; any breach by DSBT of the above transferManagement Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by DSBT of this Agreement. 8.3 The Parties agree and confirm, the Shareholders Shareholder or Century Shenghuo DSBT shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein provision hereof, or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "hereunder ( “DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party shall have the right to require the Defaulting Party to rectify such Default or take remedial measures make remedy within a reasonable reasonably specified period. If the Defaulting Party fails to rectify such Default or take remedial measures make remedy within such reasonable period or within ten (10) days of a Nonafter the non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Defaultmake remedy, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion sole discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, keep it fully indemnified; or (2) to demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto keep it fully indemnified. 8.2 Regardless otherwise stipulated in this Agreement, the event 10.2 The Parties agree that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion any of the above transferfollowing events shall be deemed to have constituted a Default: ( 1） Any of Hangzhou MYL Commercial, Hangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any provisions of the SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT entered into by it with HANGZHOU MYL CONSULTING; ( 2）any of Hangzhou MYL Commercial, Hangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with Hangzhou MYL Consulting on May 1, 2009. 8.3 10.3 The Parties agree and confirm, the Shareholders or Century Shenghuo confirm that under no circumstances shall not request the Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 10.4 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by survive the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's ’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Regardless otherwise stipulated in Without limiting the generality of Article 8.1 above, any breach by any Shareholders of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholders of this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion ; any breach by DSAC of the above transferManagement Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by DSAC of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Century Shenghuo DSAC shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Regardless otherwise stipulated in this Agreement10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: （1）Any of V-Media, V-Media Subsidiaries or their respective shareholders breaches any provisions of the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (Entrustment Agreement on Shareholder’s Voting Rights PROXY AGREEMENT entered into by it with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇-▇▇▇▇▇ ; （2）any of V-Media, V-Media Subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with ▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇.on NOVEMBER 6, ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion of the above transfer2009. 8.3 10.3 The Parties agree and confirm, the Shareholders or Century Shenghuo confirm that under no circumstances shall not request the V-Media and V-Media Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 10.4 Notwithstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 10.1 The Parties agree and confirm that, if any of the Parties Party (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein agreements made under this Agreement, or fails substantially to perform any of the obligations hereunderunder this Agreement, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of , then the other Parties without default (a "NONnon-DEFAULTING PARTY") who incurs losses arising from such a Default defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Nonthe non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Nonnon-defaulting Party shall be entitled to choose have the right, at its discretion own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require specific performance by the Defaulting Party of this Agreement and indemnifation against all damagesto indemnify it fully for the damage. 8.2 Regardless otherwise stipulated in this Agreement, the event 10.2 The Parties agree that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion any of the above transferfollowing events shall be deemed to have constituted the Default: (1) Any of ASIA TIME or its subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder’s Voting Rights PROXY AGREEMENT entered into by it with HUAYA; (2) any of ASIA TIME or its subsidiaries or their respective shareholders breaches any provisions of other Agreements entered into by it with HUAYA on [September 5], 2018. 8.3 10.3 The Parties agree and confirm, the Shareholders or Century Shenghuo confirm that under no circumstances shall not request the ASIA TIME and ASIA TIME Subsidiaries be able to demand termination of this Agreement for whatsoever reason and under whatsoever circumstancewhatever reason, except otherwise stipulated by laws unless the Laws or this AgreementAgreement provides for otherwise. 8.4 Notwithstanding 10.4 Not withstanding any other provisions herein, the validity of this Article 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's ’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Regardless otherwise stipulated in Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion ; any breach by Target Company of the above transferExclusive Service Agreement or Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Century Shenghuo Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Regardless otherwise stipulated in Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion ; any breach by JYBL of the above transferManagement Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by JYBL of this Agreement. 8.3 The Parties agree and confirm, the Shareholders Shareholder or Century Shenghuo JYBL shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Regardless otherwise stipulated in Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion ; any breach by Target Company of the above transferExclusive Service Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Century Shenghuo Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”). In such event any of the other Parties without default (a "“NON-DEFAULTING PARTY"”) who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of upon a Non-defaulting Party's Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation indemnification against all damages. 8.2 Regardless otherwise stipulated in Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement, ; any breach by the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai ) and Sha▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ (▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ss at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, S▇▇▇▇▇▇▇ )▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇t the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion Target Company of the above transferService Agreement or the Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree and confirm, the Shareholders or Century Shenghuo Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement. 8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.