Common use of Undertakings by Pledgor Clause in Contracts

Undertakings by Pledgor. The Pledgor severally and jointly agrees and undertakes to the Pledgee that: 9.1 Without prior written consent of the Pledgee, the Pledgor will not create or permit to be created any new pledge or any other security interest on the Pledged Equity and any pledge or other security interest created on all or any part of the Pledged Equity without prior written consent of the Pledgee shall be null and void; 9.2 Without prior written notice to and prior written consent from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment of the Pledged Equity by the Pledgor shall be null and void; the proceeds received by the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee; 9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the Pledgor’s or the Pledgee’s interest under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor undertakes that he will notify the Pledgee in writing of the same as promptly as possible without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity; 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents to realize such assignment; 9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests; 9.7 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Pledgor undertakes that he will take all measures to enable the realization of such assignment; 9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association. 9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

Undertakings by Pledgor. The Pledgor severally and jointly agrees and hereby undertakes to the Pledgee thatas follows: 9.1 Without the prior written consent of the by Pledgee, the Pledgor will shall not create establish or permit to be created establish any new pledge or any other security interest encumbrance on the Pledged Equity Property. 9.2 Without first giving written notice to Pledgee and having Pledgee's prior written consent, Pledgor shall not transfer the Pledged Property, and any pledge or other security interest created on all or any part of attempt by Pledgor to transfer the Pledged Equity without prior written consent of the Pledgee Property shall be null and void; 9.2 Without prior written notice to and prior written consent . The proceeds from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment transfer of the Pledged Equity Property by the Pledgor shall be null and void; used to repay to Pledgee in advance the proceeds received by Guaranteed Liabilities or submit the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment same to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;. 9.3 Should there arise In case of any suitlitigation, arbitration or other claims demand which are likely to have an adverse effect on may affect detrimentally the Pledgor’s interest of Pledgor or the Pledgee’s interest Pledgee under the Transaction Agreements and this Agreement hereunder or on the Pledged EquityProperty, the Pledgor undertakes that he will undertake to notify the Pledgee thereof in writing of the same as promptly soon as possible without delay and willpromptly and shall take, in accordance with at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property. 9.4 Pledgor shall not carry on or permit any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property. 9.5 Pledgor guarantees that they shall, at the reasonable request of Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity; 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents (including but not limited to supplementary agreement hereof) in respect of ensuring the pledge interest of Pledgee in the Pledged Property and the exercise and realization of the rights thereof. 9.6 In case of assignment of any Pledged Property as the result of the exercise of the right to the pledge hereunder, Pledgor guarantee that they will take all necessary measures to realize such assignment; 9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests; 9.7 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Pledgor undertakes that he will take all measures to enable the realization of such assignment; 9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association. 9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

Undertakings by Pledgor. The Pledgor severally and jointly agrees and hereby undertakes to the Pledgee thatin respect of himself and Shanghai Ruili of which he holds equity as follows: 9.1 Without prior written consent of the by Pledgee, the Pledgor will shall not create establish or permit to be created establish any new pledge or any other security interest encumbrance on the Pledged Equity Property. 9.2 Without first giving written notice to Pledgee and having Pledgee’s prior written consent, Pledgor shall not transfer the Pledged Property, and any pledge or other security interest created on all or any part of attempt by Pledgor to transfer the Pledged Equity without prior written consent of the Pledgee Property shall be null and void; 9.2 Without prior written notice to and prior written consent . The proceeds from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment transfer of the Pledged Equity Property by the Pledgor shall be null and void; used to repay to Pledgee in advance the proceeds received by Guaranteed Liabilities or submit the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment same to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;. 9.3 Should there arise In case of any suitlitigation, arbitration or other claims demand which are likely to have an adverse effect on may affect detrimentally the Pledgor’s interest of Pledgor or the Pledgee’s interest Pledgee under the Transaction Agreements and this Agreement hereunder or on the Pledged EquityProperty, the Pledgor undertakes that he will to notify the Pledgee in writing of the same as promptly soon as possible without delay and willpromptly and shall take, in accordance with at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property. 9.4 Pledgor shall not carry on or permit any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property. 9.5 Pledgor guarantees that he shall, at the reasonable request of Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity; 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents to realize such assignment; 9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement heretobut not limited to supplementary agreement hereof) necessary to ensure in respect of ensuring the Pledgee’s rights and interests pledge interest of pledge Pledgee in and to the Pledged Equity as well as Property and the exercise and realization by of the Pledgee rights thereof 9.6 In case of its such rights and interests; 9.7 Should assignment of any Pledged Property as the result of the exercise of the rights of right to pledge hereunder result in an assignment of any Pledged Equityhereunder, the Pledgor undertakes guarantees that he will take all necessary measures to enable the realization of realize such assignment; 9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association. 9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

Undertakings by Pledgor. The Pledgor severally and jointly agrees and hereby undertakes to the Pledgee thatin respect of himself and Shanghai Xinnuo of which he holds equity as follows: 9.1 Without prior written consent of the by Pledgee, the Pledgor will shall not create establish or permit to be created establish any new pledge or any other security interest encumbrance on the Pledged Equity Property. 9.2 Without first giving written notice to Pledgee and having Pledgee’s prior written consent, Pledgor shall not transfer the Pledged Property, and any pledge or other security interest created on all or any part of attempt by Pledgor to transfer the Pledged Equity without prior written consent of the Pledgee Property shall be null and void; 9.2 Without prior written notice to and prior written consent . The proceeds from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment transfer of the Pledged Equity Property by the Pledgor shall be null and void; used to repay to Pledgee in advance the proceeds received by Guaranteed Liabilities or submit the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment same to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;. 9.3 Should there arise In case of any suitlitigation, arbitration or other claims demand which are likely to have an adverse effect on may affect detrimentally the Pledgor’s interest of Pledgor or the Pledgee’s interest Pledgee under the Transaction Agreements and this Agreement hereunder or on the Pledged EquityProperty, the Pledgor undertakes that he will to notify the Pledgee in writing of the same as promptly soon as possible without delay and willpromptly and shall take, in accordance with at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property. 9.4 Pledgor shall not carry on or permit any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property. 9.5 Pledgor guarantees that he shall, at the reasonable request of Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity; 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents to realize such assignment; 9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement heretobut not limited to supplementary agreement hereof) necessary to ensure in respect of ensuring the Pledgee’s rights and interests pledge interest of pledge Pledgee in and to the Pledged Equity as well as Property and the exercise and realization by of the Pledgee rights thereof 9.6 In case of its such rights and interests; 9.7 Should assignment of any Pledged Property as the result of the exercise of the rights of right to pledge hereunder result in an assignment of any Pledged Equityhereunder, the Pledgor undertakes guarantees that he will take all necessary measures to enable the realization of realize such assignment; 9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association. 9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

Undertakings by Pledgor. The Pledgor severally and jointly agrees and hereby undertakes to the Pledgee thatin respect of himself and Shanghai Chuanzhi of which he holds equity as follows: 9.1 Without prior written consent of the by Pledgee, the Pledgor will shall not create establish or permit to be created establish any new pledge or any other security interest encumbrance on the Pledged Equity Property. 9.2 Without first giving written notice to Pledgee and having Pledgee’s prior written consent, Pledgor shall not transfer the Pledged Property, and any pledge or other security interest created on all or any part of attempt by Pledgor to transfer the Pledged Equity without prior written consent of the Pledgee Property shall be null and void; 9.2 Without prior written notice to and prior written consent . The proceeds from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment transfer of the Pledged Equity Property by the Pledgor shall be null and void; used to repay to Pledgee in advance the proceeds received by Guaranteed Liabilities or submit the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment same to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;. 9.3 Should there arise In case of any suitlitigation, arbitration or other claims demand which are likely to have an adverse effect on may affect detrimentally the Pledgor’s interest of Pledgor or the Pledgee’s interest Pledgee under the Transaction Agreements and this Agreement hereunder or on the Pledged EquityProperty, the Pledgor undertakes that he will to notify the Pledgee in writing of the same as promptly soon as possible without delay and willpromptly and shall take, in accordance with at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property. 9.4 Pledgor shall not carry on or permit any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property. 9.5 Pledgor guarantees that he shall, at the reasonable request of Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity; 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents to realize such assignment; 9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement heretobut not limited to supplementary agreement hereof) necessary to ensure in respect of ensuring the Pledgee’s rights and interests pledge interest of pledge Pledgee in and to the Pledged Equity as well as Property and the exercise and realization by of the Pledgee rights thereof 9.6 In case of its such rights and interests; 9.7 Should assignment of any Pledged Property as the result of the exercise of the rights of right to pledge hereunder result in an assignment of any Pledged Equityhereunder, the Pledgor undertakes guarantees that he will take all necessary measures to enable the realization of realize such assignment; 9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association. 9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

Undertakings by Pledgor. The 6.1 During the term of this Agreement, the Pledgor severally and jointly agrees and undertakes to the Pledgee thatfor the benefit of the Pledgee that it will: 9.1 Without prior written consent of 6.1.1 Not transfer or assign the Pledgeeequity, the Pledgor will not create or permit cause to be created any new pledge or any other security interest which may have an adverse effect on the Pledged Equity and any pledge rights or other security interest created on all or any part of the Pledged Equity without prior written consent interests of the Pledgee shall be null and void; 9.2 Without prior written notice to and without prior written consent from the Pledgee, ; 6.1.2 Comply with the Pledgor will not assign laws and regulations with respect to the Pledged Equity and all purported assignment pledge of the Pledged Equity by the Pledgor shall be null and voidrights; the proceeds received by the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment present to the Pledgee the notices, orders or suggestions with respect to the Right of Pledge issued or made by the Secured Indebtedness competent authority within five (5) days upon receipt thereof; and comply with such notices, orders or shall be deposited with suggestions; or make an objection to or a third party to be agreed with the Pledgee; 9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect statement on the Pledgor’s or the Pledgee’s interest under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor undertakes that he will notify the Pledgee in writing of the same as promptly as possible without delay and will, in accordance with foregoing matters at the reasonable request of the Pledgee, take all necessary measures to ensure Pledgee or with consent from the Pledgee’s rights and interests of pledge in and to the Pledged Equity; 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of 6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s right over the equity or any part thereof, or may change Pledgor’s any warranty and obligation under the Transaction Agreements and this Agreement or on affect Pledgor’s performance of its obligations under this Agreement. 6.2 The Pledgor agrees that Pledgee’s right to exercise the Pledged Equity; the Right of Pledge obtained from this Agreement will not be interrupted or hindered by Pledgor waives his preferential right or any of purchase if and when its successors or principals or any other person through legal proceedings. 6.3 The Pledgor promises to the Pledgee realizes its rights that in order to protect or improve the guaranty for the repayment of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents to realize such assignment; 9.6 After the execution of loan under this Agreement, the Pledgor will use his best effort execute in good faith and take all necessary steps cause other interested persons relating to promptly register the Equity Right of Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and to execute all documents (including without limitation any supplement hereto) necessary right certificates and contracts required by Pledgee and/or perform and cause other interested persons to ensure perform the Pledgee’s rights acts required by Pledgee and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests; 9.7 Should provide convenience for the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Pledgor undertakes that he will take all measures and authority granted to enable the realization of such assignment;Pledgee under this Agreement. 9.8 6.4 The Pledgor undertakes to the Pledgee that it will execute all change documents of equity certificate with Pledgee and the convening process ofnatural persons or legal persons designated by it (if applicable and necessary) and within a reasonable period, voting mechanism provide to Pledgee all notices, orders and decisions about Right of and items discussed in Pledge as it deems necessary. 6.5 The Pledgor undertakes to the shareholder meeting or board meeting of the Company Pledgee that for the purpose of the execution hereofPledgee’s benefits, the establishment of the pledge it will comply with and the exercise of such pledge are perform all warranties, undertakings, agreements, representations and conditions. Where Pledgor does not perform, in violation of Lawswhole or in part, administrative regulations its warranties, undertakings, agreements, representations and the Company’s memorandums and articles of associationconditions, Pledgor shall compensate all losses thus incurred to Pledgee. 9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

Undertakings by Pledgor. The Pledgor severally and jointly agrees and undertakes to the Pledgee that: 9.1 Without Except for performing the Exclusive Option Agreement, without the prior written consent of the Pledgee, the Pledgor will not transfer or permit to be transferred all or part of the Equity, or create or permit to be created any new security interest or other encumbrances that may affect the rights and interests of the Pledgee in the Equity, and any pledge or any other security interest on the Pledged Equity and any pledge or other security interest created imposed on all or any part of the Pledged Equity without the prior written consent of the Pledgee shall be null and void;. 9.2 Without the prior written notice to and the prior written consent from the Pledgee, the Pledgor will not assign transfer the Pledged Equity and all purported assignment transfer of the Pledged Equity by the Pledgor shall be null and void; the . The proceeds received by the Pledgor from the assignment transfer of the Pledged Equity with prior written consent from the Pledgee shall be first applied towards early full repayment to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;. 9.3 Should there arise arises any suit, arbitration or other claims which are likely to have an adverse effect on the Pledgor’s or the Pledgee’s interest under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor undertakes that he it will notify the Pledgee in writing of the same as promptly as possible without delay and will, in accordance with at the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity;. 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action omission likely to have an a material adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; . 9.5 In the event of a possibility that the value of Pledged Equity will decrease and sufficiently endanger the rights of the Pledgee, the Pledgee may require the Pledgor waives his preferential right to provide additional mortgage or guarantee. If the Pledgor fails to provide the same, the Pledgee may auction or sell the Pledged Equity at any time, the proceeds received therefrom shall be first applied towards early full repayment to the Pledgee of purchase if the Secured Indebtedness or shall be deposited with a third party; any costs incurred therefrom shall be borne by the Pledgor. 9.6 Without the prior written consent of the Pledgee, the Pledgor and/or the Company may not (by itself or assist others to) increase, decrease, transfer, or create any encumbrance on (including on the Equity) the Company’s registered capital (or its capital contribution to the Company). Subject to the foregoing provisions, the equity registered and acquired by the Pledgor after the date hereof shall be referred to as “Additional Equity”. The Pledgor and the Company shall immediately sign a supplementary equity pledge agreement with the Pledgee in respect of the Additional Equity when the Pledgee realizes its rights Pledgor acquire the same, shall urge the Company’s board of directors and shareholders’ meetings to approve the supplementary equity pledge and triggers assignment of any Secured Equityagreement, and shall submit all documents required for the supplementary equity pledge agreement, including but not limited to the original capital contribution certificates issued by the Company in respect of the Additional Equity. The Pledgor and the Company shall have the pledge of the Additional Equity registered in accordance with Section 2.2 of this Agreement. 9.7 The Pledgor will take all necessary steps measures and execute sign all necessary documents (including but not limited to realize such assignment; 9.6 After the execution of supplementary agreements to this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder ) at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary Pledgee to ensure guarantee the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as and the exercise and realization by the Pledgee of its such rights and interests;rights. 9.7 9.8 Should the exercise of the rights of pledge hereunder result in an assignment a transfer of any Pledged Equity, the Pledgor undertakes that he will take all measures to enable the realization of such assignment;transfer. 9.8 The 9.9 Unless the Pledgee issues a written instruction to the contrary in advance, the Pledgor undertakes and/or the Company agree that, if part or all of the Equity is transferred between the Pledgor and any third party (“Transferee”) in violation of this Agreement (including by division and inheritance), the Pledgor and/or the Company shall ensure that the convening process of, voting mechanism of Transferee unconditionally recognizes the pledge and items discussed in goes through the shareholder meeting or board meeting of necessary pledge registration alteration procedures (including but not limited to signing relevant documents) to ensure the Company for the purpose of the execution hereof, the establishment survival of the pledge and . 9.10 If the exercise of such pledge are not in violation of Laws, administrative regulations and Pledgee provides a loan to the Company’s memorandums , the Pledgor and/or the Company agree to grant the Pledgee a pledge on the equity to guarantee such further loan, and articles to perform the relevant procedures at the soonest time possible in accordance with the requirements of associationlaws and regulations (if any), including but not limited to signing relevant documents and handling relevant pledge creation (or alteration) registration procedures. 9.9 9.11 To protect or improve the security interest granted hereunder, the Pledgor hereby promises to sign in good faith and to urge other parties interested in the pledge to sign all the certificates, agreements, deeds and/or commitments required by the Pledgee. The Pledgor undertakes also promises to apply for perform and urge other parties interested in the registration of Equity Pledge pledge to carry out the actions required by the Pledgee, to promote the Pledgee to exercise the rights and authorizations granted to it hereunder, and to sign with the Pledgee or the person designated by the Pledgee all relevant industry documents in respect of the Equity ownership. The Pledgor agrees to provide the Pledgee with all notices, orders and commerce administration decisions on the pledge at the requested of the Pledgee within a reasonable period of time. 9.12 If the Company needs to be dissolved or liquidated in accordance with respect the mandatory provisions of applicable laws, after such dissolution or liquidation procedures are completed according to law, any proceeds received by the Pledgor from the Company according to law shall be granted to the Equity Pledge hereunderPledgee or the person designated by the Pledgee subject to PRC Laws. 9.13 If the equity pledged hereunder is subject to any compulsory measures implemented by the court or other government departments for any reason, as well asthe Pledgor shall make all efforts, including (but not limited to) providing other guarantees to the court or taking other measures to release such compulsory measures taken by the court or other departments against the equity. 9.14 The Pledgor hereby warrants to the Pledgee that it will abide by and perform all warranties, commitments, agreements, statements and conditions under this Agreement. If the Pledgor fails to perform or partially performs its warranties, commitments, agreements, statements and conditions, the Pledgor shall compensate the Pledgee for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalitiesits losses suffered therefrom.

Undertakings by Pledgor. The Pledgor severally and jointly agrees and hereby undertakes to the Pledgee thatas follows: 9.1 Without the prior written consent of the by Pledgee, the Pledgor will shall not create establish or permit to be created establish any new pledge or any other security interest encumbrance on the Pledged Equity Property. 9.2 Without first giving written notice to Pledgee and having Pledgee’s prior written consent, Pledgor shall not transfer the Pledged Property, and any pledge or other security interest created on all or any part of attempt by Pledgor to transfer the Pledged Equity without prior written consent of the Pledgee Property shall be null and void; 9.2 Without prior written notice to and prior written consent . The proceeds from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment transfer of the Pledged Equity Property by the Pledgor shall be null and void; used to repay to Pledgee in advance the proceeds received by Guaranteed Liabilities or submit the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment same to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;. 9.3 Should there arise In case of any suitlitigation, arbitration or other claims demand which are likely to have an adverse effect on may affect detrimentally the Pledgor’s interest of Pledgor or the Pledgee’s interest Pledgee under the Transaction Agreements and this Agreement hereunder or on the Pledged EquityProperty, the Pledgor undertakes that he will undertake to notify the Pledgee thereof in writing of the same as promptly soon as possible without delay and willpromptly and shall take, in accordance with at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property. 9.4 Pledgor shall not carry on or permit any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property. 9.5 Pledgor guarantees that they shall, at the reasonable request of Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity; 9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents (including but not limited to supplementary agreement hereof) in respect of ensuring the pledge interest of Pledgee in the Pledged Property and the exercise and realization of the rights thereof. 9.6 In case of assignment of any Pledged Property as the result of the exercise of the right to the pledge hereunder, Pledgor guarantee that they will take all necessary measures to realize such assignment; 9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests; 9.7 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Pledgor undertakes that he will take all measures to enable the realization of such assignment; 9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association. 9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.