Common use of Pledgor Covenants Clause in Contracts

Pledgor Covenants. Each Pledgor hereby covenants that during the continuance of this Pledge Agreement: (a) it shall warrant and defend the right and title of the Pledgee conferred by this Pledge Agreement in and to the Pledged Collateral at the cost of each Pledgor against the claims and demands of all persons whomsoever; (b) it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral; (c) it shall not vote the Pledged Shares in favor of the consolidation, merger, dissolution, liquidation or any other corporate reorganization of the issuer of such shares; (d) it shall not, without the prior written approval of the Pledgee, alter or change the rights, preferences or privileges of the Pledged Shares by way of reverse stock split, reclassification, merger consolidation or otherwise, so as to adversely affect in any manner the voting rights including number of votes presently allowed or the conversion basis by which the shares of Pledged Shares are presently converted into shares of B2digital Common Stock; (e) it shall not, without the prior written approval of the Pledgee, increase the authorized number of B2digital Preferred Shares; (f) it shall not, without the prior written approval of the Pledgee, create any new class of shares having preferences over or being on a parity with the Pledged Shares as to dividends or assets; (g) it shall not, without the prior written approval of the Pledgee, merge or consolidate with any other Company, except into or with a wholly-owned subsidiary of the Company with the requisite shareholder approval; (h) it shall not, without the prior written approval of the Pledgee, sell, convey or otherwise dispose of, or create or incur any mortgage, lien, charge or encumbrance on or security interest in or pledge of, or sell and leaseback, all or substantially all of the property or business of the Company; (i) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (j) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged Collateral or in connection with the transaction contemplated by this Pledge Agreement; and (k) each Pledgor undertakes and agrees that so long as this Pledge Agreement shall remain in force and effect, and while any amount is owing on or related to the Loans, each Pledgor shall take any and all necessary actions (including all actions that may be requested by Pledgee from time to time), including in each Pledgor’s capacities as shareholders and Director of Borrower, to maintain the rights, privileges and economic value (including actual and proportionate voting rights) of the Pledged Collateral without offset, reduction, dilution or mitigation of any kind.

Pledgor Covenants. Each Pledgor hereby covenants that during to the continuance of this Pledge AgreementPledgee: (a) it a. Pledgor, at its expense, shall warrant surrender and defend the right title to the Collateral against any claim of third parties and title shall, from time to time, execute and deliver all such further documents and take all such further action as may be necessary or appropriate as Pledgee from time to time reasonably deems necessary or appropriate (i) to create, perfect, protect and maintain the security interest consummated by this Agreement; (ii) to facilitate the performance of this Agreement; (iii) to secure or facilitate Pledgee, exercise of their rights and remedies contained and provided herein; (iv) to evaluate the worth, condition, amount or extent of the Pledgee conferred Collateral; (v) to evaluate Pledgor, performance of the terms of this Agreement; (vi) to determine the nature and source of prior or subsequent security interests, mortgages, adverse claims, pledges, liens, charges or encumbrances on or affecting the Collateral, or (vii) to maintain, preserve and protect the Collateral in accordance with standards and practices generally adhered to by this Pledge Agreement in and to the Pledged Collateral at the cost of each owners thereof. b. Pledgor against the claims and demands of all persons whomsoever; (b) it shall not sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral knowingly create or suffer to exist be created or to assist any encumbrance on the Pledged Collateral; (c) it shall not vote the Pledged Shares security interest in favor of the consolidation, merger, dissolution, liquidation or any other corporate reorganization of the issuer of such shares; (d) it shall not, without the prior written approval of the Pledgee, alter or change the rights, preferences or privileges of the Pledged Shares by way of reverse stock split, reclassification, merger consolidation or otherwise, so as to adversely affect in any manner the voting rights including number of votes presently allowed or the conversion basis by which the shares of Pledged Shares are presently converted into shares of B2digital Common Stock; (e) it shall not, without the prior written approval of the Pledgee, increase the authorized number of B2digital Preferred Shares; (f) it shall not, without the prior written approval of the Pledgee, create any new class of shares having preferences over or being on a parity with the Pledged Shares as to dividends or assets; (g) it shall not, without the prior written approval of the Pledgee, merge or consolidate with any other Company, except into or with a wholly-owned subsidiary of the Company with the requisite shareholder approval; (h) it shall not, without the prior written approval of the Pledgee, sell, convey or otherwise dispose of, or create or incur any mortgage, pledge, lien, charge or encumbrance on upon the Collateral or any part thereof other than the security interest in created and granted under the terms of this Agreement. c. Pledgor shall execute and deliver and. if requested by Pledgee, file or pledge of, or sell and leaseback, record all or substantially all of the property or business of the Company; (i) it shall furnish to Pledgee from time to time such financing statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (j) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes documents or instruments which may be payable reasonably necessary to perfect or determined to be payable with respect to give any necessary or desirable notice of Pledgor, security interest m the Collateral, including notice of the Pledged obligors of any debt securities included in the Collateral and notice to the Company or any other person issuing equity securities of the rights of Pledgee pursuant to the provisions of this Agreement. d. Pledgor agrees and covenants promptly to notify Pledgee in writing of any .legal process levied against the Collateral or any part thereof or any other event which affects the Collateral or the rights and remedies of Pledgor in connection with the transaction contemplated by this Pledge Agreement; and (k) each Pledgor undertakes and agrees that so long as this Pledge Agreement shall remain in force and effect, and while any amount is owing on or related to the Loans, each Pledgor shall take any and all necessary actions (including all actions that may be requested by Pledgee from time to time), including in each Pledgor’s capacities as shareholders and Director of Borrower, to maintain the rights, privileges and economic value (including actual and proportionate voting rights) of the Pledged Collateral without offset, reduction, dilution or mitigation of any kindrelation thereto.

Pledgor Covenants. Each Pledgor The Pledgors hereby covenants that during separately and jointly covenant to the continuance of this Pledge AgreementPledgee as follows: (a) it 9.1 The Pledgors shall warrant and defend not create or permit to create any new pledge or other security interest on the right and title Pledged Property without prior written consent of the Pledgee conferred by this Pledge Agreement in and to the Pledged Collateral at the cost of each Pledgor against the claims and demands of all persons whomsoever; (b) it shall not sell, assign, transfer, charge, Pledgee. Any new pledge or encumber in any manner any other security interests on the whole or a part of the Pledged Collateral or suffer to exist any encumbrance on the Pledged Collateral; (c) it shall not vote the Pledged Shares in favor of the consolidation, merger, dissolution, liquidation or any other corporate reorganization of the issuer of such shares; (d) it shall not, Property without the prior written approval consent of the Pledgee is invalid. 9.2 The Pledgors shall not be allowed to transfer the Pledged Property without prior written notice to the Pledgee and obtaining its prior written consent. Any such transfer of the Pledged Property without Pledgee’s consent shall be invalid. After the Pledgors obtain the prior written consent of the Pledgee, alter or change the rights, preferences or privileges proceeds from the transfer of the Pledged Shares Property shall first be used to prepay the Secured Debts or deposited with a third party agreed by way of reverse stock splitthe Pledgee. 9.3 The Pledgors shall notify the Pledgee in writing as soon as possible and take all necessary measures to ensure the Pledgee’s rights and interests in the Pledged Property according to the Pledgee’s reasonable requirements, reclassificationwhere there is any lawsuit, merger consolidation arbitration or otherwise, so as to other claim that may adversely affect in any manner the voting rights including number interests of votes presently allowed the Pledgors, the Pledged Property or the conversion basis by Pledgee under the Transaction Agreements. 9.4 The Pledgors shall not perform or permit any act or omission which may have a material adverse effect on the shares interests of the Pledgee or the Pledged Shares are presently converted into shares Property under the Transaction Agreements. Each Pledgor waives the right of B2digital Common Stock;preemption when the Pledgee realizes its right as the Pledgee. 9.5 The Pledgors shall take all necessary measures and sign all necessary documents (eincluding but not limited to any supplement to agreements in addition to this Agreement) it shall not, without in accordance with reasonable requirements of the prior written approval Pledgee to ensure the exercise and realization of rights and interests of the Pledgee, increase . 9.6 In the authorized number event of B2digital Preferred Shares; (f) it shall not, without the prior written approval of the Pledgee, create any new class of shares having preferences over or being on a parity with the Pledged Shares as to dividends or assets; (g) it shall not, without the prior written approval of the Pledgee, merge or consolidate with any other Company, except into or with a wholly-owned subsidiary of the Company with the requisite shareholder approval; (h) it shall not, without the prior written approval of the Pledgee, sell, convey or otherwise dispose of, or create or incur any mortgage, lien, charge or encumbrance on or security interest in or pledge of, or sell and leaseback, all or substantially all of the property or business of the Company; (i) it shall furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably requests, all in reasonable detail; (j) it shall indemnify the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any transfer of the Pledged Collateral Property arising from the exercise of the right hereunder, the Pledgors warrant to take all measures to realize such transfer. 9.7 If the Company needs to be dissolved or in connection with the transaction contemplated by this Pledge Agreement; and (k) each Pledgor undertakes and agrees that so long as this Pledge Agreement shall remain in force and effect, and while any amount is owing on or related liquidated according to the Loansmandatory provisions of applicable laws, each Pledgor any interests distributed to the Pledgors from the Company after the Company completes the dissolution or liquidation procedures according to law shall take any and all necessary actions (including all actions be gifted to the Pledgee or the entity/individual designated by the Pledgee provided that may be requested by Pledgee from time to time), including in each Pledgor’s capacities as shareholders and Director of Borrower, to maintain the rights, privileges and economic value (including actual and proportionate voting rights) of the Pledged Collateral without offset, reduction, dilution or mitigation of any kindsuch gift does not violate Chinese Laws.