Common use of Exercise of Proxy Rights Clause in Contracts

Exercise of Proxy Rights. 2.1 TC Shareholders agree that WFOE and/or the Designee(s) may, at its/his/their sole discretion, exercise the Proxy Rights without prior consultation with TC Shareholders. The exercise of Proxy Rights by WFOE and/or the Designee(s) shall be deemed as the exercise by TC Shareholders, and the documents executed by WFOE and/or the Designee(s) shall be deemed as being executed by TC Shareholders. TC Shareholders shall confirm, accept and be liable for the consequences arising from the exercise of the Proxy Rights by WFOE and/or the Designee(s). 2.2 TC Shareholders agree that, without the prior written consent of WFOE, TC Shareholders will not exercise, on his/her own, any shareholder rights that have been authorized to WFOE and/or the Designee(s), nor will he/she interfere with such exercise by WFOE and/or the Designee(s), and he/she will make every effort to cooperate with WFOE and/or the Designee(s) in the exercise of such rights. TC Shareholders further agree that he/she will promptly execute all agreements, resolutions and other documents and take all actions reasonably required for the performance of this Agreement and the assistance for WFOE and/or the Designee(s) in exercising the Proxy Rights, including promptly executing the Shareholder Decisions or other relevant legal instruments made by WFOE and/or the Designee(s) if required (e.g., in cases where the requirements of government authorities for approval, registration and/or filing are to be met). 2.3 The Parties agree that if, during the Term of this Agreement, the grant or exercise of the Proxy Rights cannot be effected for any reason (other than any breach of this Agreement by either of TC Shareholders), the Parties shall immediately seek an alternative solution as closely as possible with the stipulations in this Agreement, and shall, if necessary, execute a supplementary agreement modifying or adjusting the terms of this Agreement to ensure the accomplishment of the intention of this Agreement. 2.4 When exercising the Proxy Rights within the scope of authority granted under this Agreement, WFOE and/or the Designee(s) shall perform its/his/their fiduciary duties with due care and diligence, and shall comply with the provisions of relevant laws and regulations and the AOA. 2.5 For the purpose of exercising the Proxy Rights hereunder, WFOE and/or the Designee(s) shall have the right to know, have access to, extract from or make a copy of the relevant information and materials of Target Company, including those regarding its operations, business, customers, finance, and employees (including but not limited to any books, statements, contracts, internal communications and other documents relating to finance, business and operations). Target Company and TC Shareholders should cooperate with them in this respect.

Exercise of Proxy Rights. 2.1 TC Shareholders agree Shareholder agrees that WFOE and/or the Designee(s) may, at its/his/their sole discretion, exercise the Proxy Rights without prior consultation with TC ShareholdersShareholder. The exercise of Proxy Rights by WFOE and/or the Designee(s) shall be deemed as the exercise by TC ShareholdersShareholder, and the documents executed by WFOE and/or the Designee(s) shall be deemed as being executed by TC ShareholdersShareholder. TC Shareholders Shareholder shall confirm, accept and be liable for the consequences arising from the exercise of the Proxy Rights by WFOE and/or the Designee(s). 2.2 TC Shareholders agree Shareholder agrees that, without the prior written consent of WFOE, TC Shareholders Shareholder will not exercise, on his/her his own, any shareholder rights that have been authorized to WFOE and/or the Designee(s), nor will he/she he interfere with such exercise by WFOE and/or the Designee(s), and he/she he will make every effort to cooperate with WFOE and/or the Designee(s) in the exercise of such rights. TC Shareholders Shareholder further agree agrees that he/she he will promptly execute all agreements, resolutions and other documents and take all actions reasonably required for the performance of this Agreement and the assistance for WFOE and/or the Designee(s) in exercising the Proxy Rights, including promptly executing the Shareholder Decisions or other relevant legal instruments made by WFOE and/or the Designee(s) if required (e.g., in cases where the requirements of government authorities for approval, registration and/or filing are to be met). 2.3 The Parties agree that if, during the Term of this Agreement, the grant or exercise of the Proxy Rights cannot be effected for any reason (other than any breach of this Agreement by either of TC ShareholdersShareholder), the Parties shall immediately seek an alternative solution as closely as possible with the stipulations in this Agreement, and shall, if necessary, execute a supplementary agreement modifying or adjusting the terms of this Agreement to ensure the accomplishment achievement of the intention purposes of this Agreement. 2.4 When exercising the Proxy Rights within the scope of authority granted under this Agreement, WFOE and/or the Designee(s) shall perform its/his/their fiduciary duties with due care and diligence, and shall comply with the provisions of relevant laws and regulations and the AOA. 2.5 For the purpose of exercising the Proxy Rights hereunder, WFOE and/or the Designee(s) shall have the right to know, have access to, extract from or make a copy of the relevant information and materials of Target Company, including those regarding its operations, business, customers, finance, and employees (including but not limited to any books, statements, contracts, internal communications and other documents relating to finance, business and operations). Target Company and TC Shareholders Shareholder should cooperate with them in this respect.