Common use of Liability for Breach of Contract Clause in Contracts

Liability for Breach of Contract. 5.1 Unless otherwise specified in other articles herein, if a Party(the “Defaulting Party”) fails to fulfill certain obligations herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstance.

Liability for Breach of Contract. 5.1 Unless otherwise specified in other articles herein10.1 The Parties agree and confirm that, if a Party(the “Defaulting Party”any party (hereinafter the "DEFAULTING PARTY") fails to fulfill certain obligations breaches substantially any of the provisions herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party omits substantially to perform any of the nature and scope obligations hereunder, or fails substantially to perform any of the violation in writing and ask the Defaulting Party to remediate at its own expense within obligations under this Agreement, such a reasonable period of time breach or omission shall constitute a default under this Agreement (hereinafter referred to as “Remediation Period”a "DEFAULT"); and if , then non-defaulting Party shall have the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled right to require the Defaulting Party to perform its contractual obligations and request the court rectify such Default or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask take remedial measures within a reasonable period. If the Defaulting Party fails to undertake all responsibilities for its violation and also compensate all damages; rectify such Default or take remedial measures within such reasonable period or within ten (c10) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount days of discount, auction and selling, and ask non-defaulting Party's notifying the Defaulting Party in writing and requiring it to undertake all losses hereof. While exercising rectify the foregoing Default, then non-defaulting Party shall have the right at its own discretion to select any of the following remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations.measures: 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled (1) to terminate this agreement unilaterally Agreement and require the Defaulting Party to compensate indemnify it for all the losses. Howeverdamage; or (2) mandatory performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all the damage. 10.2 Without limiting the generality of Article 10.1, any breach of the Proxy Agreement, the Equity Pledge Agreement or the Loan Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; and any breach by Target Company of any provision in the Technology License and Service Agreement, the Business Cooperation Agreement or Trademark License Agreement, if Party A is attributable to the Defaulting Partyfailure of any Shareholder to perform the obligations thereof under Article 6.4 hereof, shall be deemed as having constituted the breach by such Shareholder of this Agreement. 10.3 The Parties agree and confirm that in no circumstances shall the Shareholders request the termination of this Agreement for any reason, except otherwise stipulated by law or this Agreement. 10.4 Notwithstanding any other provisions herein, the Party B and Party C validity of this Article shall exempt Party A’s obligation stand disregarding the suspension or termination of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstanceAgreement.

Liability for Breach of Contract. 5.1 Unless otherwise In the event that Party A fails to make full payment of the amount agreed herein within the time period agreed hereunder, Party A shall pay to Party B a penalty in the amount equivalent to 0.05% of the amount payable for each delay day, and if Party B thus suffers exchange loss, Party A shall also pay Party B for the actual exchange loss during the period of overdue payment. If Party A delays in making payment, Party B is entitled to detain any cargo consigned by Party A and the relevant documents (including but not limited to the ▇▇▇▇ of lading, sea waybill, air waybill and other transportation documents, as well as the customs declaration sheet, manuals and other documents), and suspend to handle the matters entrusted until Party A pays off the fees. All charges, risks and losses arising from the detention of the cargo and documents shall be undertaken by Party A. If Party A fails to make payment within the time period specified in Party B’s demand for payment, Party B is entitled to unilaterally cancel this Agreement and pursue Party A’s relevant liability for breach of this Agreement. If the cargo is confiscated, detained, withheld or auctioned by the customs, CIQ or any other articles hereinauthorities, or the carrier or the custodian or any other third party due to the discrepancy between the cargo provided by Party A and the relevant cargo description and documents, the losses and charges thus arising shall be undertaken by Party A, and Party B is still entitled to request Party A to pay the agency fee that is payable by Party A for such freight forwarding matters. If Party A fails to deliver or pick up the cargo within the required time period, as a result of which Party B has to pay to a third party the waiting charge, detention, storage charge, demurrage and other relevant charges, Party A shall indemnify Party B. If there exists any discrepancy between the information and documents provided and confirmed by Party A and the cargo actually consigned, whether or not Party A is indicated as or proved to be the contracting or actual shipper or operating entity/consigning entity as indicated on the relevant documents (including but not limited to the ▇▇▇▇ of lading, air waybill, land waybill and customs declaration sheet), all the losses, damages, penalties, taxes, overdue fines, customs duties, fines for delayed declaration and other legal risks, consequences and costs thus arising shall be undertaken by Party A. If Party B is in breach of this Agreement during the performance of this Agreement and the cargo consigned by Party A for transportation is thus lost or damaged, Party B shall undertake the compensation liability subject to its legal position and responsibility area in the course of its performance of the specific freight forwarding services and in accordance with the relevant laws in the responsibility area. When Party B acts as the carrier/independent operator, if a Party(the “Defaulting Party”) fails the cargo consigned by Party A for transportation is delayed in delivery for any reason on account of Party B, Party B’s liability for compensation is limited to fulfill certain obligations herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party amount of the nature freight for the cargo delayed in delivery. When Party B acts as the carrier/independent operator, if no body picks up the cargo or the consignee refuses to pick up the cargo/abandons the cargo at the destination, Party B shall inform Party A of such event within the same day when such event occurs, and scope Party A shall immediately take all necessary measures to avoid further enlargement of loss and undertake all detention and demurrage and other relevant charges and risks thus arising during this period. If the violation cargo is disposed of by the customs or any other governmental authority at the destination or the actual carrier in writing accordance with the local laws and ask regulations during this period, all the Defaulting risks, liabilities and charges thus arising shall be undertaken by Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting A. If Party A fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation in due time and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Partythus has to pay relevant charges, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the shall indemnify Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstancein full.

Liability for Breach of Contract. 5.1 Unless otherwise specified in other articles hereinAny breach by either party of any term or condition of this Agreement, if including a Party(the “Defaulting Party”) fails to fulfill certain obligations herein breach of any representation, statement, warranty or violates commitment under this agreement in other waysAgreement, shall be deemed a breach by such party of this Agreement. 5.2 After a party breaches the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time contract (hereinafter referred to as the “Remediation Perioddefaulting party”); and if , the Defaulting Party fails observant party has the right to send a written notice to the defaulting party to require the defaulting party to correct the breach of contract or take remedial measures during measures. At the Remediation Periodsame time, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also observant party is entitled to require the Defaulting defaulting party to pay the liquidated damages equivalent to [5]% of Party B’s Series A investment fund in a lump sum. 5.3 If the defaulting party fails to perform its contractual obligations and request remedy the court breach or take effective remedial measures within [30] working days (or such other period as may be agreed by the observant party) after receiving the written notice from the observant party on rectifying the breach or taking remedial measures, or the relevant arbitration institution to issue an order of specific performance or compulsory performance default by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; defaulting party is uncorrectable or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial rightirreparable, the Damaged Party are entitled to other remedial rights regulated herein and under observant party shall have the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled right to terminate this agreement unilaterally Agreement by written notice to the defaulting party. 5.4 Notwithstanding the foregoing, if a party defaults, the observant party may take one or more of the following remedies to protect its rights: 5.4.1 The performance of obligations shall be suspended temporarily, and require the Defaulting Party performance may be resumed after the breach of contract is eliminated. 5.4.2 The defaulting party shall be required to compensate the observant party for all reasonable costs and expenses (including but not limited to the investigation fee, attorney fee and legal cost incurred to investigate the liability of the defaulting party) incurred by this agreement. 5.4.3 The defaulting party shall be required to compensate the observant party for all losses. However. 5.4.4 Other remedies agreed in this Agreement or applicable laws. 5.5 The rights and remedies set forth in this Agreement are concurrent and do not exclude other rights or remedies available to the observant party under applicable law. 5.6 If the liability for breach of contract is otherwise stipulated in other terms of this Agreement, if Party A is the Defaulting Party, the Party B and Party C such agreement shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstanceprevail.

Liability for Breach of Contract. 5.1 Unless otherwise specified in other articles herein, if a Party(the “Defaulting Party”) fails to fulfill certain obligations herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstance. Despite otherwise stipulated in this Agreement or other transaction documents (as defined in the Equity Interest Pledge Agreement) or any other document or law, if Investor Party B violate any warranty, promise, agreement, representation or condition provided in this Agreement, the Equity Interest Pledge Agreement, the Business Cooperation Agreement or other transaction documents (as defined in the Equity Interest Pledge Agreement), the Investor Party B shall be only liable to the extent of the equity interests of Party C held by Investor Party B respectively, and shall not bear any other liability to compensate to Party A or any other person. This article shall survive the termination of this Agreement regardless of the reason why this Agreement is terminated.

Liability for Breach of Contract. ​ 5.1 Unless Except as otherwise specified in other articles provided herein, if a Party(the “one Party (the "Defaulting Party”") fails to fulfill certain perform any of its obligations herein hereunder or violates otherwise breaches this agreement in other waysAgreement, the other Parties (the “Damaged Party”"Aggrieved Parties") may: (a) notify give a written notice to the Defaulting Party of stating the nature and scope extent of the violation in writing default and ask requiring the Defaulting Party to remediate remedy it at its own expense within a reasonable period of time set forth in the notice (hereinafter referred to as “Remediation the "Remedy Period”"); and if the Defaulting Party fails to take remedial measures during remedy within the Remediation Remedy Period, the Damaged Party are entitled Aggrieved Parties shall have the right to ask require the Defaulting Party to undertake bear all responsibilities the liabilities arising from its default, and to compensate the Aggrieved Parties for its violation and also compensate all actual economic losses caused thereby, including, but not limited to, attorney's fees, litigation or arbitration fees incurred due to the Damaged Party, including without limitation, the legal fees incurred in litigation and or arbitration proceedings relating to such default; in addition, the violation. The Damaged Party are Aggrieved Parties also entitled have the right to require the Defaulting Party to perform its contractual obligations this Agreement compulsorily and the right to request the court or the relevant arbitration institution organization or court to issue an order the actual performance and/or enforcement of specific performance or compulsory performance by the Defaulting Partyprovisions of this Agreement; (b) terminate this agreement Agreement and ask require the Defaulting Party to undertake assume all responsibilities liabilities caused by its default and compensate for its violation and also compensate all resulting damages; or (c) place the pledged equity on discount, auction or selling according to sell the Equity Interest pledged equity interests in accordance with the Share Pledge Agreement, be entitled and have the priority to gain compensation priority in from the amount price of the discount, auction and sellingor sale, and ask require ​ the Defaulting Party to undertake bear all the losses hereofcaused thereby. While exercising The Aggrieved Parties' exercise of the foregoing remedial right, the Damaged Party are entitled to aforementioned remedies shall not affect their exercise of other remedial rights regulated herein remedies in accordance with this Agreement and under the relevant laws and regulations.legal provisions. ​ 5.2 The Parties hereby agree and confirm that, subject to unless otherwise mandated by the compulsory requirements PRC laws or otherwise provided by other provisions of PRC lawsthis Agreement, if Party B or Party C is the Defaulting Party, Party A shall have the Damaged Party is entitled right to unilaterally and immediately terminate this agreement unilaterally Agreement and require claim damages from the Defaulting Party to compensate the lossesParty. However, if If Party A is the Defaulting Party, the Party B and Party C shall exempt release Party A’s obligation of compensating the lossesA from its liability for damages, and unless the law states otherwiseotherwise provided by law, the Party B and Party C is not entitled shall in no event have the right to terminate or rescind this agreement under any circumstance.Agreement. ​

Liability for Breach of Contract. 5.1 Unless Except as otherwise specified in other articles provided herein, if a Party(the “one Party (the "Defaulting Party”") fails to fulfill certain perform any of its obligations herein hereunder or violates otherwise breaches this agreement in other waysAgreement, the other Parties (the “Damaged Party”"Aggrieved Parties") may: (a) notify give a written notice to the Defaulting Party of stating the nature and scope extent of the violation in writing default and ask requiring the Defaulting Party to remediate remedy it at its own expense within a reasonable period of time set forth in the notice (hereinafter referred to as “Remediation the "Remedy Period”"); and if the Defaulting Party fails to take remedial measures during remedy within the Remediation Remedy Period, the Damaged Party are entitled Aggrieved Parties shall have the right to ask require the Defaulting Party to undertake bear all responsibilities the liabilities arising from its default, and to compensate the Aggrieved Parties for its violation and also compensate all actual economic losses caused thereby, including, but not limited to, attorney’s fees, litigation or arbitration fees incurred due to the Damaged Party, including without limitation, the legal fees incurred in litigation and or arbitration proceedings relating to such default; in addition, the violation. The Damaged Party are Aggrieved Parties also entitled have the right to require the Defaulting Party to perform its contractual obligations this Agreement compulsorily and the right to request the court or the relevant arbitration institution organization or court to issue an order the actual performance and/or enforcement of specific performance or compulsory performance by the Defaulting Partyprovisions of this Agreement; (b) terminate this agreement Agreement and ask require the Defaulting Party to undertake assume all responsibilities liabilities caused by its default and compensate for its violation and also compensate all resulting damages; or (c) place the pledged equity on discount, auction or selling according to sell the Equity Interest pledged equity interests in accordance with the Share Pledge Agreement, be entitled and have the priority to gain compensation priority in from the amount price of the discount, auction and sellingor sale, and ask require the Defaulting Party to undertake bear all the losses hereofcaused thereby. While exercising The Aggrieved Parties’ exercise of the foregoing remedial right, the Damaged Party are entitled to aforementioned remedies shall not affect their exercise of other remedial rights regulated herein remedies in accordance with this Agreement and under the relevant laws and regulationslegal provisions. 5.2 The Parties hereby agree and confirm that, subject to unless otherwise mandated by the compulsory requirements PRC laws or otherwise provided by other provisions of PRC lawsthis Agreement, if Party B or Party C is the Defaulting Party, Party A shall have the Damaged Party is entitled right to unilaterally and immediately terminate this agreement unilaterally Agreement and require claim damages from the Defaulting Party to compensate the lossesParty. However, if If Party A is the Defaulting Party, the Party B and Party C shall exempt release Party A’s obligation of compensating the lossesA from its liability for damages, and unless the law states otherwiseotherwise provided by law, the Party B ​ ​ and Party C is not entitled shall in no event have the right to terminate or rescind this agreement under any circumstanceAgreement.

Liability for Breach of Contract. 5.1 8.1 Unless otherwise specified in other articles agreed herein, it shall constitute a breach of contract if a Party(the “Defaulting Party”) either party directly or indirectly breaches any provision of this Agreement, or fails to fulfill certain undertake or timely and fully undertake its obligations herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violationhereunder. The Damaged Party are also entitled non-breaching party shall have the right to require the Defaulting Party breaching party to perform correct its contractual obligations breach by giving a written notice, take adequate, effective and request timely measures to eliminate the court or the relevant arbitration institution to issue an order consequences of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement such breach and ask the Defaulting Party to undertake all responsibilities compensate for its violation and also compensate all damages; or (c) place losses caused thereby. If the pledged equity on discount, auction or selling according breaching party fails to correct its breach within 15 working days upon receipt of the Equity Interest Pledge Agreement, be entitled to compensation priority in above notice from the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial rightnon-breaching party, the Damaged Party are entitled to other remedial rights regulated herein and under non-breaching party shall have the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled right to terminate this agreement unilaterally Agreement in advance upon written notice and require the Defaulting Party breaching party to compensate the assume liquidated damages and compensation liabilities for losses. HoweverIf the contract is terminated due to Party A’s breach of contract, if Party A shall refund all the minimum guarantee paid by Party B. 8.2 Unless otherwise agreed herein, upon the reasonable and objective judgment of the non-breaching party, such breach has made it fundamentally impossible for the non-breaching party to achieve the purpose of signing this Agreement, the non-breaching party shall have the right to terminate this Agreement in advance upon giving a written notice, and the breaching party shall indemnify the non-breaching party for all losses incurred by the breaching party as a result of its breach. 8.3 During the term of this Agreement, in case of one of the following circumstance, Party B shall have the right to unilaterally terminate this Agreement, refuse to pay the sharing and require Party A to pay compensation, which shall be all the expenses paid by Party B to Party A or all the publicity and promotion funds invested and the purchase fee for the right of adaptation, etc. If the compensation is insufficient to cover all losses (including but not limited to the purchase fee for the game adaptation right, game promotion fee, third party cooperation costs, related legal fare, the arbitration fee, attorney fee, and travel expenses, compensation payable by Party B to third parties thereby, fines imposed on Party B by the state authority) suffered by Party B, Party A shall make up the expenses: 8.3.1 The target game developed by Party A is subject to lawsuit, complaint or warning and punishment by the Defaulting Partycompetent government department due to malicious deduction of fees, breach of law, infringement, unfair competition or other circumstances in which legitimate rights and interests of others are infringed upon; 8.3.2 Party A fails to complete the game development as per the time and quality agreed herein, or the target game submitted by Party A still fails to pass the inspection acceptance after more than twice acceptance by Party B; 8.3.3 Party A allows a third party to develop other game works by using the original work without Party B’s permission, or uses the R&D materials provided by Party B and for any other purpose other than this Agreement or beyond the scope of this Agreement; 8.3.4 Transfer of game development obligations agreed herein without Party C shall exempt Party AB’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstance.permission (except for art outsourcing);

Liability for Breach of Contract. 5.1 Unless ​ 7.1 Except as otherwise specified provided in other articles hereinthis Agreement, if a Party(the Party B (the “Defaulting Party”) fails to fulfill certain perform any of its obligations herein under this Agreement or violates otherwise breaches this agreement in other waysAgreement, the other Parties Party A (the “Damaged PartyAggrieved Parties”) may: (a) notify give a written notice to the Defaulting Party of stating the nature and scope extent of the violation in writing default and ask requiring the Defaulting Party to remediate remedy it at its own expense within a reasonable period of time set forth in the notice (hereinafter referred to as the “Remediation Remedy Period”); and if the Defaulting Party fails to take remedial measures during remedy within the Remediation Remedy Period, the Damaged Party are entitled Aggrieved Parties shall have the right to ask require the Defaulting Party to undertake all responsibilities bear the liability arising from its default, and to compensate the Aggrieved Parties for its violation and also compensate all actual economic losses due to the Damaged Partycaused thereby, including without limitationincluding, the legal but not limited to, attorney’s fees, litigation or arbitration fees incurred in connection with litigation and or arbitration proceedings relating to such default; in addition, the violation. The Damaged Party are Aggrieved Parties also entitled have the right to require the Defaulting Party to perform its contractual obligations this Agreement compulsorily and the right to request the court or the relevant arbitration institution organization or court to issue an order the actual performance and/or enforcement of specific performance or compulsory performance by the Defaulting Partyprovisions of this Agreement; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally Agreement and require the Defaulting Party to assume all liabilities caused by its default and compensate for all damages incurred as a result; (c) discount, auction or sell the losses. Howeverpledged equity interests in accordance with the Share Pledge Agreement, if entered into by and between Party A and Party B as well as the existing shareholders of Party B on the date hereof (including the revisions made from time to time), and have the priority to gain compensation from the price of the discount, auction or sale, and require the Defaulting Party to bear all the losses caused thereby. The Aggrieved Parties’ exercise of the aforementioned remedies shall not affect their exercise of other remedies in accordance with this Agreement and legal provisions. ​ 7.2 Both parties agree and acknowledge that, unless otherwise specified compulsorily by the PRC Laws, the Aggrieved Parties shall have the right to unilaterally and forthwith terminate this Agreement and require damages from the Defaulting Party, provided that Party B is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstance.. ​

Liability for Breach of Contract. 5.1 Unless otherwise 1. In the event that Party A fails to make full payment of the amount agreed herein within the time period agreed hereunder, Party A shall pay to Party B a penalty in the amount equivalent to 0.05% of the amount payable for each delay day, and if Party B thus suffers exchange loss, Party A shall also pay Party B for the actual exchange loss during the period of overdue payment. 2. If Party A delays in making payment, Party B is entitled to detain any cargo consigned by Party A and the relevant documents (including but not limited to the ▇▇▇▇ of lading, sea waybill, air waybill and other transportation documents, as well as the customs declaration sheet, manuals and other documents), and suspend to handle the matters entrusted until Party A pays off the fees. All charges, risks and losses arising from the detention of the cargo and documents shall be undertaken by Party A. 3. If Party A fails to make payment within the time period specified in Party B’s demand for payment, Party B is entitled to unilaterally cancel this Agreement and pursue Party A’s relevant liability for breach of this Agreement. 4. If the cargo is confiscated, detained, withheld or auctioned by the customs, CIQ or any other articles hereinauthorities, or the carrier or the custodian or any other third party due to the discrepancy between the cargo provided by Party A and the relevant cargo description and documents, the losses and charges thus arising shall be undertaken by Party A, and Party B is still entitled to request Party A to pay the agency fee that is payable by Party A for such freight forwarding matters. 5. If Party A fails to deliver or pick up the cargo within the required time period, as a result of which Party B has to pay to a third party the waiting charge, detention, storage charge, demurrage and other relevant charges, Party A shall indemnify Party B. 6. If there exists any discrepancy between the information and documents provided and confirmed by Party A and the cargo actually consigned, whether or not Party A is indicated as or proved to be the contracting or actual shipper or operating entity/consigning entity as indicated on the relevant documents (including but not limited to the ▇▇▇▇ of lading, air waybill, land waybill and customs declaration sheet), all the losses, damages, penalties, taxes, overdue fines, customs duties, fines for delayed declaration and other legal risks, consequences and costs thus arising shall be undertaken by Party A. 7. If Party B is in breach of this Agreement during the performance of this Agreement and the cargo consigned by Party A for transportation is thus lost or damaged, Party B shall undertake the compensation liability subject to its legal position and responsibility area in the course of its performance of the specific freight forwarding services and in accordance with the relevant laws in the responsibility area. 8. When Party B acts as the carrier/independent operator, if a Party(the “Defaulting Party”) fails the cargo consigned by Party A for transportation is delayed in delivery for any reason on account of Party B, Party B’s liability for compensation is limited to fulfill certain obligations herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party amount of the nature freight for the cargo delayed in delivery. 9. When Party B acts as the carrier/independent operator, if no body picks up the cargo or the consignee refuses to pick up the cargo/abandons the cargo at the destination, Party B shall inform Party A of such event within the same day when such event occurs, and scope Party A shall immediately take all necessary measures to avoid further enlargement of loss and undertake all detention and demurrage and other relevant charges and risks thus arising during this period. If the violation cargo is disposed of by the customs or any other governmental authority at the destination or the actual carrier in writing accordance with the local laws and ask regulations during this period, all the Defaulting risks, liabilities and charges thus arising shall be undertaken by Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting A. If Party A fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation in due time and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Partythus has to pay relevant charges, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the shall indemnify Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstancein full.

Liability for Breach of Contract. 5.1 Unless otherwise specified in other articles herein10.1 The Parties agree and confirm that, if any party (hereinafter the "DEFAULTING PARTY") breaches substantially any of the provisions herein or omits substantially to perform any of the obligations hereunder, or fails substantially to perform any of the obligations under this Agreement, such a Party(the breach or omission shall constitute a default under this Agreement (hereinafter a "DEFAULT"), then non-defaulting party (the “Non-Defaulting Party”) fails to fulfill certain obligations herein or violates this agreement in other ways, shall have the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled right to require the Defaulting Party to perform its contractual obligations and request the court rectify such Default or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask take remedial measures within a reasonable period. If the Defaulting Party fails to undertake all responsibilities for its violation and also compensate all damages; rectify such Default or take remedial measures within such reasonable period or within ten (c10) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask days upon Non-Defaulting Party notifying the Defaulting Party in writing and requiring it to undertake all losses hereof. While exercising rectify the foregoing Default, then Non-Defaulting Party shall have the right at its own discretion to select any of the following remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled measures: (1) to terminate this agreement unilaterally Agreement and require the Defaulting Party to compensate indemnify it for all the losses. Howeverdamage; or (2) mandatory performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all the damage. 10.2 Without limiting the generality of Article 10.1, any breach of the Proxy Agreement, the Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; and any breach by Target Company of any provision in the Exclusive Service Agreement, if Party A is attributable to the Defaulting Partyfailure of any Shareholder to perform the obligations thereof under Article 6.4 hereof, shall be deemed as having constituted the breach by such Shareholder of this Agreement. 10.3 The Parties agree and confirm that in no circumstances shall the Shareholders request the termination of this Agreement for any reason, except otherwise stipulated by law or this Agreement. 10.4 Notwithstanding any other provisions herein, the Party B and Party C validity of this Article shall exempt Party A’s obligation stand disregarding the suspension or termination of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstanceAgreement.

Liability for Breach of Contract. 5.1 Unless otherwise specified in other articles hereinParty A’s violation of any of the stipulations under the agreement or failure to perform any of its obligations under the agreement shall constitute a breach of contract under the agreement, if a Party(the “Defaulting Party”) and Party B is entitled to request Party A to make corrections or take remedial measures immediately. If Party A fails to fulfill certain obligations herein make corrections or violates this agreement in other waystake remedial measures within five (5) days after receipt of Party B’s written notice and its proposing request for correction, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party B is entitled to choose one or more of the nature and scope following remedies for each breach of the violation in writing and ask the Defaulting contract by Party to remediate A at its own expense within discretion: 1) terminate the agreement; 2) compel Party A to carry out its obligations under the Agreement; 3) request Party A to pay 20% of the total Share Transfer Price for the share transfer under the Share Purchase Agreement as liquidated damages; 4) request Party A to compensate Party B for all losses (including but not limited to litigation expenses, preservation fees, execution fees, legal fees, and reasonable travel and accommodation fees incurred for participation in litigation action in other places). Party B’s violation of any of the stipulations under this Agreement or failure to perform any of its obligations under the Agreement shall constitute a reasonable period breach of time (hereinafter referred contract under the agreement, and Party A is entitled to as “Remediation Period”); and if the Defaulting request Party fails B to make corrections or take remedial measures during the Remediation Periodimmediately. If Party B fails to make corrections or take remedial measures within five (5) days after receipt of Party A’s written notice and its proposing request for correction, the Damaged Party are A is entitled to ask choose one or more of the Defaulting following remedies for each breach of contract by Party B: 1) compel Party B to undertake carry out its obligations under the agreement; 2) request Party B to compensate Party A for all responsibilities losses (including but not limited to litigation expenses, preservation fees, execution fees, legal fees, and reasonable travel and accommodation fees incurred for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitationparticipation in litigation action in other places). Notwithstanding this agreement or other stipulations, the legal fees incurred force of the terms in litigation and arbitration proceedings relating relation to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order liability for breach of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and contract under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, agreement is not subject to the compulsory requirements effect of PRC laws, if Party B suspension or Party C is termination of the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstanceagreement.

Liability for Breach of Contract. 5.1 Unless otherwise specified Both parties shall implement the obligations hereunder; any party who shall wholly or partly not implement the obligations hereunder shall be liable for breach of contract. 1. Where Party B does not advance the loan fully and in a timely manner as provided in this Contract, which adversely causes Party A’s loss, Party B shall pay a certain sum of liquidated damages to the other articles party in light of amount of breach and number of days overdue, the calculation of which shall be identical to the interest calculation of the loan overdue, under the precondition that Party A shall fully implement the obligations hereunder. 2. Where Party A breaches any article herein, if a Party(the “Defaulting Party”) Party B shall have right to take retrieval measures by ceasing to advance the loan hereunder, withdrawing the principal and interest of the loan having been advanced. 3. Where Party A fails to repay the loan hereunder during the term as provided in this contract, Party B shall have right to impose interest upon the overdue loan, commencing from the date the loan is overdue, at the interest rate herein plus 50% , to the date the principal and interest are repaid in full 4. Where Party A fails to use the loan for the purpose provided herein, Party B shall have right to impose interest upon the loan misused by Party A, commencing from the date the loan is misused, at the interest rate herein plus 100% , to the date the principal and interest are repaid in full. 5. Where the payable interest herein is not paid, Party B shall have right to impose the compound interest at executive interest rate. 6. Where any guarantor hereunder fails to fulfill certain the obligations herein or violates this agreement as provided in other waysthe security contract and to follow Party B’s indication to correct, Party B shall have right to take retrieval measures by ceasing to advance the other Parties (loan hereunder, withdrawing the “Damaged Party”) may: (a) notify the Defaulting Party principal and interest of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulationsloan having been advanced. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if 7. Where Party B or Party C is the Defaulting Party, the Damaged Party is entitled takes legal proceedings to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Party B and Party C shall exempt realize its creditor’s right because of Party A’s obligation breach of compensating contract, Party A shall bear all expenses with respect to the lossesrealization of the creditor’s right, such as legal fees, around 3%~5% of the amount disputed, and unless the law states otherwise, the accommodation and communication fees paid by Party B and Party C is not entitled to terminate this agreement under any circumstance.B.

Liability for Breach of Contract. 5.1 Unless 7.1 Except as otherwise specified provided in other articles hereinterms of this Agreement, if a Party(the party (hereinafter referred to as the “Defaulting Party”) fails to fulfill perform its certain obligations herein hereunder or violates otherwise breaches this agreement in other waysAgreement, the other Parties non-breaching Party (hereinafter referred to as the “Damaged Injured Party”) may: (a) notify issue a written notice to the Defaulting Party of describing the nature and scope extent of the violation in writing default and ask require the Defaulting Party to remediate remedy it at its own expense within a reasonable period of time specified in the notice (hereinafter referred to as the “Remediation Remedy Period”); and if the Defaulting Party breaching party fails to take remedial measures during remedy within the Remediation Remedy Period, the Damaged injured Party are entitled shall have the right to ask require the Defaulting breaching Party to undertake assume all responsibilities arising from its breach of contract, and to compensate the injured party for its violation and also compensate all actual economic losses due to the Damaged Partycaused by its breach of contract, including without limitationbut not limited to attorney fees, litigation or arbitration fees arising from litigation or arbitration procedures related to such breach of contract. In addition, the legal fees incurred in litigation and arbitration proceedings relating to injured party has the violation. The Damaged Party are also entitled right to require the Defaulting Party breaching party to perform enforce its contractual obligations under this Agreement, and the injured party also has the right to request the court or the relevant arbitration institution or court to issue an order the actual performance and/or enforcement of specific performance or compulsory performance by the Defaulting Partyterms agreed in this Agreement; (b) terminate Terminate this agreement Agreement and ask require the Defaulting breaching Party to undertake bear all responsibilities for arising from its violation breach of contract and also compensate pay all damages; or Or (c) place according to the pledged equity Share Interest Pledge Agreement signed by the Parties and the existing shareholders of Party B on [●], pledge share rights and interests and enjoy preferential compensation with the amount coming from the discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount sale all or part of discount, auction and sellingshare interests, and ask the Defaulting Party shall be required to undertake bear all the losses hereofcaused thereby. While exercising The injured Party’s exercise of the foregoing remedial right, aforesaid remedies does not affect its exercise of other remedies in accordance with the Damaged Party are entitled to other remedial rights regulated herein provisions of this Agreement and under the relevant laws and regulationslaw. 5.2 The 7.2 Both Parties hereby agree and confirm that, subject to the compulsory requirements of PRC lawsunless otherwise mandatory under Chinese Laws, if Party B or Party C is the Defaulting breaching Party, the Damaged injured Party is entitled has the right to unilaterally terminate this agreement unilaterally Agreement immediately and require the Defaulting breaching Party to compensate the lossespay damages. However, if If Party A is the Defaulting Party, the injured Party B and Party C shall exempt Party A’s A from its obligation of compensating the lossescompensation for damages, and unless the law states otherwiseotherwise provided by law, the injured Party B and Party C is shall not entitled have any right to terminate or rescind this agreement Agreement under any circumstancecircumstances.

Liability for Breach of Contract. 5.1 Unless otherwise 1. In the event that Party A fails to make full payment of the amount agreed herein within the time period agreed hereunder, Party A shall pay to Party B a penalty in the amount equivalent to 0.05% of the amount payable for each delay day, and if Party B thus suffers exchange loss, Party A shall also pay Party B for the actual exchange loss during the period of overdue payment. 2. If Party A delays in making payment, Party B is entitled to detain any cargo consigned by Party A and the relevant documents (including but not limited to the bill of lading, sea waybill, air waybill and other transportation documents, as well as the customs declaration sheet, manuals and other documents), and suspend to handle the matters entrusted until Party A pays off the fees. All charges, risks and losses arising from the detention of the cargo and documents shall be undertaken by Party A. 3. If Party A fails to make payment within the time period specified in Party B’s demand for payment, Party B is entitled to unilaterally cancel this Agreement and pursue Party A’s relevant liability for breach of this Agreement. 4. If the cargo is confiscated, detained, withheld or auctioned by the customs, CIQ or any other articles hereinauthorities, or the carrier or the custodian or any other third party due to the discrepancy between the cargo provided by Party A and the relevant cargo description and documents, the losses and charges thus arising shall be undertaken by Party A, and Party B is still entitled to request Party A to pay the agency fee that is payable by Party A for such freight forwarding matters. 5. If Party A fails to deliver or pick up the cargo within the required time period, as a result of which Party B has to pay to a third party the waiting charge, detention, storage charge, demurrage and other relevant charges, Party A shall indemnify Party B. 6. If there exists any discrepancy between the information and documents provided and confirmed by Party A and the cargo actually consigned, whether or not Party A is indicated as or proved to be the contracting or actual shipper or operating entity/consigning entity as indicated on the relevant documents (including but not limited to the bill of lading, air waybill, land waybill and customs declaration sheet), all the losses, damages, penalties, taxes, overdue fines, customs duties, fines for delayed declaration and other legal risks, consequences and costs thus arising shall be undertaken by Party A. 7. If Party B is in breach of this Agreement during the performance of this Agreement and the cargo consigned by Party A for transportation is thus lost or damaged, Party B shall undertake the compensation liability subject to its legal position and responsibility area in the course of its performance of the specific freight forwarding services and in accordance with the relevant laws in the responsibility area. 8. When Party B acts as the carrier/independent operator, if a Party(the “Defaulting Party”) fails the cargo consigned by Party A for transportation is delayed in delivery for any reason on account of Party B, Party B’s liability for compensation is limited to fulfill certain obligations herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party amount of the nature freight for the cargo delayed in delivery. 9. When Party B acts as the carrier/independent operator, if no body picks up the cargo or the consignee refuses to pick up the cargo/abandons the cargo at the destination, Party B shall inform Party A of such event within the same day when such event occurs, and scope Party A shall immediately take all necessary measures to avoid further enlargement of loss and undertake all detention and demurrage and other relevant charges and risks thus arising during this period. If the violation cargo is disposed of by the customs or any other governmental authority at the destination or the actual carrier in writing accordance with the local laws and ask regulations during this period, all the Defaulting risks, liabilities and charges thus arising shall be undertaken by Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting A. If Party A fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation in due time and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Partythus has to pay relevant charges, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the shall indemnify Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstancein full.

Liability for Breach of Contract. 5.1 Unless otherwise specified 11.1 After the Contract comes into effect, Party A and Party B shall perform respectively the obligations agreed in other articles herein, if a Party(the “Defaulting Party”) this Contract. The Party who has failed to perform the agreed obligations hereunder entirely or partially shall bear the liability for breach of the Contract according to law. 11.2 If Party A fails to fulfill certain obligations herein or violates handle and draw the loan according to Article 7.1 under this agreement in other waysContract, Party B has the other Parties (right to collect delay damages for the “Damaged Party”) may: (a) notify days delayed at the Defaulting contracted interest rate; 11.3 If Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party B fails to take remedial measures during handle and provide the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling loan according to Article 7.1 under this Contract, it shall pay the Equity Interest Pledge Agreement, be entitled to compensation priority in delay damages for the amount of discount, auction and selling, and ask days delayed at the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulationscontracted interest rate. 5.2 The Parties hereby agree and confirm that11.4 IF PARTY A REPAYS THE LOAN UNDER THIS CONTRACT EARLY WITHOUT PARTY B’S WRITTEN CONSENT, subject to PARTY B SHALL HAVE THE RIGHT TO COLLECT THE INTERESTS ACCORDING TO THE TERM AND RATE AGREED IN THIS CONTRACT; 11.5 IF PARTY A FAILS TO REPAY THE PRINCIPAL AND INTERESTS ▇▇▇▇▇▇▇ UNDER THIS CONTRACT UPON MATURITY, PARTY B SHALL HAVE THE RIGHT TO REQUEST REPAYMENT WITHIN A SPECIFIED PERIOD. PARTY A AUTHORIZES PARTY B TO DEDUCT FROM ALL ITS ACCOUNTS OPENED AT THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA AND ALL ITS BRANCHES TO REPAY THE DEBTS UNDER THIS CONTRACT. IN ADDITION, PENALTY INTERESTS MAY BE IMPOSED ON THE OVERDUE LOAN AT A RATE OF CONTRACTED RATE PLUS 50% (30-50%), AND COMPOUND INTERESTS MAY BE IMPOSED ON THE OVERDUE INTERESTS AT A RATE OF CONTRACTED RATE PLUS 50% (30-50%). IN CASE COLLECTION IS BASED ON FOREIGN CURRENCY, IT SHALL BE CONVERTED BASED ON THE BUYING RATE PUBLISHED BY PARTY B ON THE COLLECTION DATE. 11.6 If Party A uses the compulsory requirements of PRC lawsloan for other purpose other than the purpose agreed in this Contract, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to cease its provision of the loan, pre-draw back the loan entirely or partially, or terminate this agreement unilaterally the Contract, and require collect penalty interests for the Defaulting Party to compensate the losses. However, if loan used by Party A is in breach of the Defaulting PartyContract based on the dates of such use at a rate of contracted rate plus 50% (50-100%), and collect compound interests for the overdue interests at a rate of contracted rate plus 50% (50-100%). 11.7 Within the term of loan, the Party B compound interests on any overdue interests shall be collected at the contracted rate. Upon expiry of loan term, the compound interests shall be collected at the rate(s) agreed in Article 11.5. 11.8 In case of simultaneous occurrence of circumstances set out in Article 15 and Party C shall exempt 16 in respect to Party A’s obligation use of compensating the lossesloan, and unless the law states otherwise, the Party B may impose penalty using the more onerous one but not both. 11.9 IF PARTY A COMMITTED ANY OF THE FOLLOWING, IT SHALL RECTIFY AND ADOPT REMEDIAL MEASURES SATISFACTORY TO PARTY B WITHIN 7 DAYS UPON RECEIPT OF PARTY B’S NOTICE. PARTY B MAY OTHERWISE CEASE OR CANCEL THE LOAN WHICH HAS NOT BEEN DRAWN AND USED BY PARTY A, PRE-DRAW BACK THE LOAN ENTIRELY OR PARTIALLY. IF THE LOAN CANNOT BE DRAWN BACK, DAMAGES WILL BE IMPOSED AT A DAILY OVERDUE INTEREST RATE: 11.9.1 providing Party B with false balance sheets, profit and loss statements and other financial materials or conceal important facts in connection therewith; 11.9.2 failing to cooperate with or refuse to accept Party C is not entitled B’s supervision over its use of loan and the relevant production, operation and financial activities; 11.9.3 transferring or disposing, or threatening to terminate transfer or dispose its major assets without Party B’s consent; 11.9.4 the substantial part of or its entire assets are in possession of other creditor(s), or under custody of the designated trustee, receiver or similar person(s), or seized or frozen, which may cause Party B to suffer substantial losses; 11.9.5 carrying out a contracted lease, restructure of shareholding, consolidation, merger, acquisition, joint venture, separation, capital reduction, change in shareholding, transfer of major assets and other acts which may affect Party B’s rights and interests, without Party B’s consent, which may endanger Party B’s rights as a creditor; 11.9.6 changing matters registered with the industry and commerce bureau including the domicile, address, business scope, legal representative or such circumstances of major investment made, which has significant consequences on or has threatened Party B’s realization of its creditor rights; 11.9.7 involving in major economic disputes or deterioration of financial conditions, which has significant consequences on or has threatened Party B’s realization of creditor rights; or 11.9.8 any other matters which may threaten Party B’s realization of creditor rights under this agreement under any circumstanceContract or cause Party B to suffer substantial losses.

Liability for Breach of Contract. 5.1 Unless otherwise 8.1 Party B undertakes to complete the task of picking up all the subject matter before the date agreed by both parties. No matter what reason causes the failure to complete the task of picking up the subject matter, Party A has the right to request Party B to bear the penalty according to the number of vehicles not picked up* RMB [/]/unit 8.2 If Party B fails to provide Party A with the required qualified materials for applying for the national subsidy and/or local subsidy within [15] working days after the completion of licensing, resulting in Party A's failure to apply for the national subsidy or apply for it in full, Party B shall bear full responsibility for Party A's failure to apply for or insufficient application for partial losses. 8.3 If Party B fails to pay the performance deposit, order deposit, vehicle purchase payment, national and local subsidy deposit, subsidy difference and other payments within the time specified in the contract, Party A has the right to require Party B to bear the liability for breach of contract according to [0.01]%/day of the overdue amount. If the overdue period exceeds [30] days, Party A shall have the right to unilaterally terminate the contract and confiscate the deposit, vehicle payment and other articles hereinpayments made by Party B. 8.4 Party B agrees to complete the driving mileage of the subject vehicles displayed on the "New Energy Vehicle Service Platform" to reach more than [2]0000 km (if there is any adjustment to the kilometre standard, if a Party(the “Defaulting Party”it shall be implemented according to the national policy and the licensing policy at that time) before [31] [December] [2022], and provide the qualified data required for applying for subsidies according to Party ​ ​ ​ A's requirements; otherwise, Party B shall pay Party A 1%/day of the "amount of subsidy for each subject matter (national subsidy RMB [15750]/unit; local subsidy RMB [/]/unit) * the quantity of subject matter" as penalty from the next day after Party B fails to fulfill certain obligations herein or violates complete the vehicle registration within the agreed time. If the penalty is not enough to cover all the losses of Party A, Party B shall also compensate Party A for the remaining losses (including but not limited to the difference between the amount of subsidies actually applied by Party A and the amount of subsidies already deducted). 8.5 Party B undertakes that the vehicles purchased from Party A under this agreement contract will not be used for product retail and/or registered under the name of an individual before Party A successfully applies for the national subsidy and/or the local subsidy of the place where the vehicles are registered, and that Party B will not resell/transfer/gift the vehicles to others/other entities and register the vehicles in the name of another individual/other waysentities before Party A successfully applies for the national subsidy and/or the local subsidy of the place where the vehicles are registered, and that Party B shall not use the purchased vehicle for any activities that may damage the brand image of Party A and the vehicle; otherwise, Party B shall pay Party A a penalty at [30]% of the total purchase price of the contract. 8.6 Due to Party B's reasons, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party registration of the nature and scope contract vehicles cannot be completed before [30] [September] [2021] (subject to the registration date on the vehicle license). If Party B fails to complete the registration of the violation in writing vehicles within the above period, and ask the Defaulting Party to remediate at its own expense within as a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Periodresult, the Damaged actual amount of subsidy (including but not limited to the national subsidy and local subsidy of the registration place) applied by Party are entitled A is less than the amount of subsidy deducted from the contract price, Party A has the right to ask Party B to make up the Defaulting difference between the subsidy already withheld and the subsidy actually received by Party A. If Party B is unable to undertake all responsibilities for its violation and also compensate all actual economic losses complete the registration of the vehicle within the aforementioned period due to the Damaged Partydeparture of Party A, including without limitationParty A shall bear the loss of the subsidy amount that has been deducted. 8.7 The nature of use of the vehicles purchased by Party B is an [operational nature]. If Party B needs to resell the subject vehicles in the future, Party B shall clearly inform the legal fees incurred buyer of the actual warranty period of the vehicle in litigation and arbitration proceedings relating the sales contract. If Party B fails to inform the violationbuyer of the actual warranty period of the vehicle, resulting in the buyer's or vehicle owner's complaints against Party A or the manufacturer of the subject matter, or requiring Party A or the manufacturer to undertake the warranty beyond the warranty conditions agreed in this agreement, Party B shall bear the corresponding responsibilities. If Party A or the manufacturer has undertaken the warranty responsibility required by the end customer, Party A or the manufacturer shall have the right to claim compensation from Party B. 8.8 If the liquidated damages under this contract are insufficient to cover the losses of Party A, Party B shall bear the responsibility of further compensating Party A for all losses. The Damaged losses of Party A include but are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in not limited to: the amount of discountnational subsidies and local subsidies that Party A fails to apply for but has been deducted under this contract, auction and sellinglegal fees, litigation fees, appraisal fees, warehousing management fees, labour costs, investigation fees, transportation costs, and ask other expenses, loss of stagnant materials, etc. At the Defaulting same time, Party A and/or Party A's affiliated companies have the right to undertake directly deduct all losses hereof. While exercising liquidated damages and compensation under this contract from the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if vehicle purchase payment paid by Party B or Party C is the Defaulting Party, the Damaged Party is entitled and any expenses payable to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating B's affiliated companies. If the lossesabove expenses are insufficient to be deducted, and unless the law states otherwise, the Party B and shall pay them to Party C is not entitled to terminate this agreement under any circumstanceA within [3] days.

Liability for Breach of Contract. 5.1 (a) Unless otherwise specified in other articles provided for herein, if a Party(the “Defaulting Party”) Party hereunder violates or fails to fulfill certain obligations herein perform any provisions of this Agreement, or violates this agreement in other waysmaliciously impedes the implementation of or fulfillment of conditions for the transaction hereunder, and fails or delays to implement such provisions under reasonable notices given by the non-breaching Party, the other Parties (breaching Party shall pay liquidated damages to the “Damaged Party”) may: (a) notify non-breaching Party with the Defaulting Party amount of breach damages being limited to the actual losses and not exceed 20% of the nature and scope Transfer Price. Notwithstanding the foregoing, the amount of indemnification made by the Transferor or Transferees with respect to any claims for losses arising from its breach of the violation representations and warranties set forth in writing and ask Section 8 hereof shall be limited to 100% of the Defaulting Party Transfer Price; the indemnification made by the Transferor to remediate at its own expense within a reasonable period of time the Transferees in accordance with Section 10 shall be limited to the actual losses. (hereinafter referred to as “Remediation Period”); and b) In particular, if the Defaulting Party fails failure to take remedial measures during complete the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses Transfer under this Agreement is due to the Damaged Party, including without limitationunwillingness of the Transferor to continue the Transfer after the relevant Transferor Conditions have been satisfied (or waived by the Transferor) and the relevant Transferee Conditions have been satisfied (or waived by the Transferees), the legal fees incurred in litigation Transferees shall have the right to rescind this Agreement and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require Transferor shall pay the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority Transferees liquidated damages in the amount equal to 10% of discount, auction the Transfer Price receivable by it; if the failure to complete the Transfer under this Agreement is due to the unwillingness of the Transferees to continue the Transfer after the relevant Transferor Conditions have been satisfied (or waived by the Transferor) and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising relevant Transferee Conditions have been satisfied (or waived by the foregoing remedial rightTransferees), the Damaged Party are entitled Transferor shall have the right to other remedial rights regulated herein rescind this Agreement and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject Transferees shall pay the Transferor liquidated damages in the amount equal to 10% of the Transfer Price payable by it to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstanceTransferor.

Liability for Breach of Contract. 5.1 Unless 7.1 Except as otherwise specified provided in other articles hereinthis Agreement, if a Party(the Party B (the “Defaulting Party”) fails to fulfill certain perform any of its obligations herein under this Agreement or violates otherwise breaches this agreement in other waysAgreement, the other Parties Party A (the “Damaged PartyAggrieved Parties”) may: (a) notify give a written notice to the Defaulting Party of stating the nature and scope extent of the violation in writing default and ask requiring the Defaulting Party to remediate remedy it at its own expense within a reasonable period of time set forth in the notice (hereinafter referred to as the “Remediation Remedy Period”); and if the Defaulting Party fails to take remedial measures during remedy within the Remediation Remedy Period, the Damaged Party are entitled Aggrieved Parties shall have the right to ask require the Defaulting Party to undertake all responsibilities bear the liability arising from its default, and to compensate the Aggrieved Parties for its violation and also compensate all actual economic losses due to the Damaged Partycaused thereby, including without limitationincluding, the legal but not limited to, attorney’s fees, litigation or arbitration fees incurred in connection with litigation and or arbitration proceedings relating to such default; in addition, the violation. The Damaged Party are Aggrieved Parties also entitled have the right to require the Defaulting Party to perform its contractual obligations this Agreement compulsorily and the right to request the court or the relevant arbitration institution organization or court to issue an order the actual performance and/or enforcement of specific performance or compulsory performance by the Defaulting Partyprovisions of this Agreement; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally Agreement and require the Defaulting Party to assume all liabilities caused by its default and compensate for all damages incurred as a result; (c) discount, auction or sell the losses. Howeverpledged equity interests in accordance with the Share Pledge Agreement, if entered into by and between Party A and Party B as well as the existing shareholders of Party B on the date hereof (including the revisions made from time to time), and have the priority to gain compensation from the price of the discount, auction or sale, and require the Defaulting Party to bear all the losses caused thereby. The Aggrieved Parties’ exercise of the aforementioned remedies shall not affect their exercise of other remedies in accordance with this Agreement and legal provisions. 7.2 Both parties agree and acknowledge that, unless otherwise specified compulsorily by the PRC Laws, the Aggrieved Parties shall have the right to unilaterally and forthwith terminate this Agreement and require damages from the Defaulting Party, provided that Party B is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstance.

Liability for Breach of Contract. 5.1 Unless otherwise specified 12.1 Where the collateral depreciates after Party B neglects to maintain or manage the collateral in other articles hereinbreach of this Contract, if a Party(the “Defaulting Party”) fails to fulfill certain obligations herein or violates this agreement in other ways, where the other Parties (the “Damaged Party”) may: (a) notify the Defaulting collateral is directly damaged by Party of the nature and scope of the violation in writing and ask the Defaulting B but Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party B still fails to take remedial measures during upon receipt of a written notice from Party A, then Party A shall have the Remediation Periodright to request Party B to immediately stop impairing Party A's mortgage and provide other mortgaged property acceptable to Party A, and shall have the Damaged right to dispose of the collateral in advance; 12.2 Where Party B disposes of the mortgaged property without approval in breach of this Contract, Party A shall have the right to request Party B to immediately stop impairing Party A's mortgage, restore the collateral to its original state, and provide other property acceptable to Party A as security as the case may be, or dispose of the collateral by law in advance. 12.3 Party B warrants that there are entitled to ask the Defaulting Party to undertake all responsibilities for its violation no de jure and also compensate all actual economic losses due de facto obstacles to the Damaged Partyestablishment and realization of the mortgage, and that where Party B has concealed the fact that the collateral is jointly owned, disputed, seized, detained, included or to be included in the acquisition or demolition plan or leased, or the mortgage, residency, statutory priorities (including without limitationbut not limited to security for construction payment and pricing of movable property), priority to retention of the legal fees incurred in litigation seller's title and arbitration proceedings relating priority to the violation. The Damaged lessor's finance lease have been created on the collateral, or Party are also entitled B has no ownership or right to require dispose of the Defaulting collateral, or Party B has dealt with the collateral by any of the said improper means without the written consent of Party A, then Party B shall provide new security at the request of Party A. 12.4 If the collateral is house property, Party B shall file for renewal at least 12 months prior to perform its contractual obligations and request expiration of the court right to use the construction land for the collateral (or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and another time limit under the relevant laws and administrative regulations) and give written notice to Party A and pay all related expenses (if necessary) in full as required by laws and administrative regulations. Meanwhile, Party A shall have the right to directly request Party B to add or provide new security acceptable to Party A, as the case may be. Where Party B fails to file for renewal, give written notice to Party A or pay in full as agreed hereunder, Party A shall have the right to request Party B to provide other property acceptable to Party A as security, or to dispose of the collateral by law in advance. 5.2 The Parties hereby agree and confirm that, subject to 12.5 In any of any of the compulsory requirements said events of PRC lawsdefault, if Party B or is unable provide new security at the request of Party C is the Defaulting PartyA, the Damaged then Party is entitled B shall pay to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is liquidated damages at 1% of the Defaulting Partytotal amount of the principal of any loan/acceptance, issuance, negotiated or discounted payment under the Master Contract. To the extent that Party A suffers economic losses therefore, Party B and must also indemnify Party C shall exempt Party A’s obligation of compensating the A against all such economic losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstance.

Liability for Breach of Contract. 5.1 Unless otherwise specified in other articles herein11.1 The Parties agree and confirm that, if a Party(the “any party (hereinafter the "Defaulting Party”") fails to fulfill certain obligations breaches substantially any of the provisions herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party omits substantially to perform any of the nature and scope obligations hereunder, or fails substantially to perform any of the violation in writing and ask the Defaulting Party to remediate at its own expense within obligations under this Agreement, such a reasonable period of time breach or omission shall constitute a default under this Agreement (hereinafter referred to as “Remediation Period”a "Default"); and if , then non-defaulting Party shall have the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled right to require the Defaulting Party to perform its contractual obligations and request the court rectify such Default or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask take remedial measures within a reasonable period. If the Defaulting Party fails to undertake all responsibilities for its violation and also compensate all damages; rectify such Default or take remedial measures within such reasonable period or within ten (c10) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount days of discount, auction and selling, and ask non-defaulting Party's notifying the Defaulting Party in writing and requiring it to undertake all losses hereof. While exercising rectify the foregoing Default, then non-defaulting Party shall have the right at its own discretion to select any of the following remedial rightmeasures: 11.1.1 If the Defaulting Party is either the Existing Shareholders or T2 Entertainment, the Damaged Party are Company shall be entitled to other remedial rights regulated herein and under the relevant laws and regulations. 5.2 The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to: (1) to terminate this agreement unilaterally Agreement and require the Defaulting Party to compensate indemnify it for all the losses. However, if damage; (2) mandatory performance of the obligations of the Defaulting Party A hereunder and require the Defaulting Party to indemnify it for all the damage. 11.1.2 If the Defaulting Party is the Company,the Existing Shareholders or T2 Entertainment shall have right to require mandatory performance of the obligations of the Defaulting PartyParty hereunder and require the Defaulting Party to indemnify it for all the damage. 11.2 The Parties agree and confirm that in no circumstances shall the Existing Shareholders and T2 Entertainment request the termination of this Agreement for any reason. 11.3 The rights and remedies set out herein shall be cumulative, and shall not preclude any other rights or remedies provided by law. 11.4 Notwithstanding any other provisions herein, the Party B and Party C validity of this Article shall exempt Party A’s obligation stand disregarding the suspension or termination of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstanceAgreement.

Liability for Breach of Contract. 5.1 Unless otherwise specified (A) Where Party B terminates the Contract with Party A for any reason as stipulated in other articles Paragraph (A) of Article 7 herein, if a Party(the “Defaulting Party”) fails to fulfill certain obligations herein or violates this agreement in other ways, on the other Parties (premises that Party B has paid off all the “Damaged Party”) may: (a) notify the Defaulting Party of the nature costs and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses expenses incurred due to the Damaged Party, including without limitationuse of the underlying house, the legal fees incurred in litigation rents and arbitration proceedings relating to the violation. The Damaged service charges payable by Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling B shall be settled according to the Equity Interest Pledge Agreementactual days of usage; Party A shall refund to Party B the rent, be entitled to compensation priority service charge and guarantee deposit which have been paid but not applied, and shall pay Party B the penalty in the amount equal to double sum of discountthe monthly rent and the monthly service charge for the underlying house under the Contract. (B) Where Party B fails to make the full payment of the rent, auction and sellingservice charge, and ask other expenses payable by Party B on schedule as stipulated in the Defaulting Contract, Party B shall pay Party A the penalty for the overdue payment in the amount equal to undertake 1% of the due and unpaid sum for every overdue day. Where Party A terminates the Contract according to Item (2) of Paragraph (B) of Article 7 herein, Party B shall still pay Party A the penalty for overdue payment in the amount equal to 1% of the due and unpaid sum according to the days of overdue payment prior to the termination of the Contract. (C) Where Party A terminates the Contract with Party B for any reason as stipulated in Paragraph (B) of Article 7 herein, on the premises that Party B has paid off all losses hereof. While exercising the foregoing remedial rightcosts and expenses incurred due to the use of the underlying house, the Damaged rents and service charges payable by Party are entitled B shall be settled according to other remedial rights regulated herein the actual days of usage, and Party B shall pay Party A the penalty in the amount equal to double sum of the monthly rent and the monthly service charge for the underlying house under the relevant laws Contract, which may be deducted directly from the rent, service charge and regulations.guarantee deposit which have been paid by Party B but not applied; any residual balance after such deduction shall be refunded by Party A to Party B, and the deficiency amount shall be made up by Party B. 5.2 The Parties hereby agree (D) Where Party B fails to migrate the industrial & commercial and confirm thattaxation registration address out of the underlying house or deregister such address within thirty (30) days upon the termination of the Contract or the early rescission of the Contract, subject Party B shall pay Party A the compensation for loss of rent and service charge in the amount equal to 100% of the sum of the monthly rent and the monthly service charge for the underlying house under the Contract. Where Party B fails to migrate the industrial & commercial and taxation registration address out of the underlying house or deregister such address within thirty (30) days upon the termination of the Contract or the early rescission of the Contract, in addition to the compulsory requirements payment of PRC lawsthe aforesaid compensation, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if shall also pay Party A is the Defaulting Partypenalty in the amount equal to 200% of the sum of the monthly rent and the monthly service charge for the underlying house under the Contract for every day delayed since the 31st day. The aforesaid compensation and penalty may be deducted by Party A directly from the rent, the service charge and guarantee deposit which have been paid by Party B and but not applied; any residual balance after such deduction shall be refunded by Party C shall exempt A to Party A’s obligation of compensating the lossesB, and unless the law states otherwise, the deficiency amount shall be made up by Party B and Party C is not entitled to terminate this agreement under any circumstance.B.