Common use of Covenants of the Pledgor Clause in Contracts

Covenants of the Pledgor. 6.1. During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor will: 6.1.1 Not transfer or assign the Pledged Equity, create or permit the existence of any other pledges or other forms of security which may affect the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreement. 6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. The Pledgor undertakes to the Pledgee that in order to protect or perfect the security interest of the Pledgee hereunder, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or perform and cause other parties who have interests to perform any actions as required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under this Agreement, and enter into all amendment documents in connection with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. The Pledgor undertakes to the Pledgee that he will comply with and perform all the warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term 5.1 Each of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his/her name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor’ covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s ’ performance of his their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes jointly and severally covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection with take or cause to be taken any other actions as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. The 5.5 Each of the Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform his/her guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“Specified Person”) as subject to the Exclusive Equity Interest Purchase Agreement entered into by and among the Pledgor, Yuanhong Fire Technology (HK) Ltd. and Baisha Fire Control on [ ] [ ], 2010, not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of to be created any other pledges or other forms of security which may have an adverse affect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee;. 6.1.2 Comply with and implement laws and regulations regulation with respect to the pledge of rights; present to the Pledgee equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon the competent authority after receiving such noticesthe same, orders or suggestions; comply with raise objection to such notices, orders or suggestions or, alternatively, at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits right, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest on the payments of the Pledgee hereundertechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the provide access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessaryto the Pledgee within a reasonable time. 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The , fail so performing, the Pledgor shall compensate all the Pledgee for all losses therefore suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“Specified Person”) as subject to the Exclusive Equity Interest Purchase Agreement entered into by and among the Pledgor, Yuanhong Fire Technology (HK) Ltd. and Baisha Fire Control on July 1, 2010, not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of to be created any other pledges or other forms of security which may have an adverse affect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee;. 6.1.2 Comply with and implement laws and regulations regulation with respect to the pledge of rights; present to the Pledgee equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon the competent authority after receiving such noticesthe same, orders or suggestions; comply with raise objection to such notices, orders or suggestions or, alternatively, at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits right, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest on the payments of the Pledgee hereundertechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the provide access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessaryto the Pledgee within a reasonable time. 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The , fail so performing, the Pledgor shall compensate all the Pledgee for all losses therefore suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event or any received notice (i) which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change the Pledgor’s warranties and covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees covenants that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes jointly and severally covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and enter into all amendment documents in connection with take or cause to be taken any other action as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part fully perform his warrantiesguarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to for its benefits of the Pledgee that the Pledgor willshall: 6.1.1 Not not transfer or assign the Pledged EquityEquity Interests, create or permit the existence creation of any other pledges or other forms of security pledge which may could affect the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply comply with and implement the laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely timely notify the Pledgee of any event or any received notice to its knowledge which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interests, and any event or any received notice to its knowledge which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from under this Agreement as a pledgee shall not be interrupted disrupted or inhibited prejudiced by any legal procedure proceeding initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan and the Services Fees, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, contracts and/or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interests with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate indemnify the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not make any action/omission which may affect the value of the Equity Interests so as to maintain or increase the value. The Pledgor warrants shall timely notify the Pledgee of any event which may decrease the value of the Equity Interests or affect the Pledgor’s performance of the obligations under this Agreement, and shall provide assets acceptable to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable as guarantee for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder decreased value of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to Equity Interests upon the Pledgee’s exercise of such pledgerequest. 6.7 To the extent permitted under applicable laws or regulations, the Pledgor shall make best efforts to cooperate with all the registration, filing or other procedures relating to the Pledge as required by relevant laws and regulations.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change the Pledgor’s warranties and guarantees, covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection take or cause to be taken any other actions as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including the registration with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessaryAIC set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part fully perform his warrantiesguarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willit shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in its name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor’ covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s ’ performance of his their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes jointly and severally covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection with take or cause to be taken any other actions as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he it will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform its guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe/she shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his/her name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor’ covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection with take or cause to be taken any other actions as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform his/her guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change the Pledgor’s warranties and covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection take or cause to be taken any other actions as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including the registration with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessaryAIC set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part fully perform his warrantiesguarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willas follows: 6.1.1 Not transfer or assign To ensure that the Pledged Equity, create or permit pledge is registered with the existence of any other pledges or other forms of security which may affect relevant administration for industry and commerce; 6.1.2 Without the rights or benefits of the Pledgee without prior written consent of the Pledgee, the Pledgor should not transfer the Pledged Equity Interests, or establish or allow the establishment of any pledge or any other security upon the Pledged Equity Interests which may impact the rights and benefits of the Pledgee; 6.1.2 Comply with 6.1.3 The Pledgor shall abide by and exercise all the provisions of laws and regulations with respect in relation to the pledge of rights; , and shall present to the Pledgee the any and all notices, orders directions or suggestions with respect to the Pledge issued or made by relevant government related competent authorities within five (5) days upon receiving the receipt of such notices, orders directions or suggestions; , and shall comply with such notices, orders directions or suggestions orsuggestions, alternatively, at or present its opposite opinions and representations regarding the above mentioned issues according to the reasonable request of the Pledgee or with the consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely notify 6.1.4 The Pledgor shall give prompt notice to the Pledgee of regarding any event occurrence or any received notice which may affect the Pledgor’s right to all equity interests or any part of the Pledged Equityequity interests held by the Pledgor, and any event or any received notice which may change any warranties or obligations of the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his obligations Pledgor under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s right of the Pledgee to exercise of its right to the Pledge obtained from Right hereunder in accordance with this Agreement as a pledgee shall not be interrupted interfered or inhibited impaired by any legal procedure initiated proceedings taken by the Pledgor Pledgor, or any the successor or designated person of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that that, in order to protect or perfect consummate the security interest guaranty provided by this Agreement regarding the performance of the Pledgee hereunderMaster Contract, the Pledgor shall execute in good faith and will faithfully sign, or cause any other parties who have interests in party which is materially related to the Pledge Right to executesign, any and all title right certificates and contractsdeeds, and/or perform take, or cause any other party which is materially related to the Pledge Right to take, any and cause other parties who have interests to perform any actions as all actions, reasonably required by the Pledgee Pledgee, and will facilitate the exercise of the rights and authority authorizations granted to the Pledgee under this Agreement, and enter into all amendment any change to related equity documents in connection with the equity certificate (if applicable and necessary) with the Pledgee or its the Pledgee’s designated person (natural person/ individual/legal entity) andperson), within a reasonable period, and provide to the Pledgee any and all notices, orders and decisions about related to the Pledge as Right within a reasonable period. 6.4 The Pledgor irrevocably agrees to waive the preemptive purchase right with respect to the Pledged Equity Interests pledged by other shareholders of the Domestic Company to the Pledgee deems necessaryand the transfer of equity interests due to the exercise of the Pledge Right by the Pledgee. 6.4. 6.5 The Pledgor undertakes ensures to the Pledgee that he will comply with abide by and perform all the warranties, covenants, agreements, representations representations, conditions and conditions for obligations under this Agreement to protect the benefit interests of the Pledgee. The If the Pledgor cannot abide by, does not perform or does not fully perform its warranties, covenants, agreements, representations, conditions and obligations under this Agreement and the Master Contract, the Pledgor shall compensate the Pledgee for any and all losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willshe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in her name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his her obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees covenants that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes jointly and severally covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and enter into all amendment documents in connection with take or cause to be taken any other action as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he she will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform her guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During 6.1 Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityShares, create place or permit the existence of any other pledges security interest or other forms of security which encumbrance that may affect the Pledgee’s rights or benefits of and interests in the Pledgee Shares, without the prior written consent of the Pledgee;. 6.1.2 Comply comply with the provisions of all laws and regulations with respect applicable to the pledge of rights; , and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee; 6.1.3 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee’s rights to the noticesShares or any portion thereof, orders as well as any event or suggestions notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement. 6.2 Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreement. 6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited harmed by any legal procedure initiated by the Pledgor or any successor heirs or representatives of the Pledgor or any person authorized by the Pledgor or any other personpersons through any legal proceedings. 6.3. The Pledgor undertakes to the Pledgee that in order to 6.3 To protect or perfect the security interest guarantee provided by this Agreement for payment of the Pledgee hereunderconsulting and service fees under the Business Cooperation Agreement, the Pledgor shall hereby undertakes to execute in good faith and to cause other parties who have interests an interest in the Pledge to executeexecute all certificates, all title certificates and contractsagreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have interests an interest in the Pledge to perform any actions as required by the Pledgee and Pledgee, to facilitate the exercise by Pledgee of the its rights and authority granted to the Pledgee under thereto by this Agreement, and to enter into all amendment relevant documents in connection regarding ownership of equity interests with the equity certificate with the Pledgee or its designated person designee(s) of Pledgee (natural person/ persons/legal entity) and, persons). Pledgor undertakes to provide Pledgee within a reasonable period, provide to the Pledgee time with all notices, orders and decisions about regarding the Pledge as the Pledgee deems necessarythat are required by Pledgee. 6.4. The 6.4 Pledgor hereby undertakes to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenantspromises, agreements, representations and conditions for under this Agreement. In the benefit event of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warrantiespartial performance of its guarantees, covenantspromises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willthat: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the person designated by the Pledgee (“Designated Person”) pursuant to the Exclusive Equity Interest Purchase Agreement entered into by and among the Pledgor, Syswin Limited and Syswin Xing Ye on August 4, 2010, without prior written consent from the Pledgee, the Pledgor shall not transfer or assign all or part of the Pledged EquityEquity Interest, create or permit the existence creation of any other pledges or other forms of security which may have an adverse affect on the rights or benefits of the Pledgee without prior written consent of the Pledgee;. 6.1.2 Comply The Pledgor shall comply with and act according to all laws and regulations regulation with respect to the pledge of rights; present to the Pledgee equity interest, and any the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such noticesthe competent authority, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, file objection to the foregoing matters at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely The Pledgor shall timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits rights, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from acquired under this Agreement as a pledgee shall not be interrupted terminated or inhibited by any undermined through legal procedure proceedings initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest over the payments of the Pledgee hereundertechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessaryto the Pledgee within a reasonable time. 6.4. 6.4 The Pledgor undertakes covenants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The If the Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure to does not perform in whole or in part his warrantiesdoes not fully perform its guarantees, covenants, agreements, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that , the Pledgor will, together with other shareholders, be jointly and severally liable for shall compensate all the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee losses therefore suffered by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willshe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in her name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor's covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s 's performance of his her obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise 's right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection take or cause to be taken any other actions as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including the registration with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessaryAIC set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he she will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform her guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except a transfer of equity interest by the Pledgor pursuant to the Exclusive Purchase Right Contract entered into by and among the Pledgor, Hurray! Holding Co., Ltd. and Shanghai Magma Digital Technology Co. Ltd., to Hurray! Holding Co., Ltd. or the person designated by Hurray! Holding Co., Ltd., not transfer or assign the Pledged Equityequity interests, create or permit the existence of to be created any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee; 6.1.2 Comply with the laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) days upon receiving such notices, orders or suggestions; suggestions and comply with such notices, orders or suggestions orsuggestions, alternatively, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event events or any received notice notices which may affect the Pledgor’s right to all equity interest or any part of the Pledged Equityits right, and any event events or any received notice notices which may change affect the Pledgor’s warranties covenants and obligations under this Agreement or which may affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest over the payment of the Pledgee hereundertechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge pledge to executeexecute all the title certificates, all title certificates and contracts, and/or and or perform and cause other parties who have interests to perform any actions take action as required by the Pledgee and facilitate permit the exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the changes of certificate of equity certificate interests with the Pledgee or its designated the person(natural person (natural person/ or legal entity) anddesignated by the Pledgee, within a reasonable period, provide to and provides all the Pledgee all notices, orders and decisions about the Pledge regarded as necessary by the Pledgee deems necessarywith the Pledgee within the reasonable time. 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to by reason of the Pledgor’s failure to perform in whole Pledgor is not performing or in part his warrantiesfully performing its guarantees, covenants, agreements, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have any effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply comply with and implement the laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan and the Services Fees, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, contracts and/or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not perform any action/non-action which may affect the value of the Equity Interest to maintain or increase the value. The Pledgor warrants shall timely notify the Pledgee of any events which may decrease the value of the Equity Interest or affect the Pledgor’s performance of the obligations under this Agreement, and shall provide security satisfactory to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives decreased value of the right of first refusal towards any transfer of equity due to Equity Interest upon the Pledgee’s exercise of such pledgerequest. 6.7 To the extent permitted under applicable laws or regulations, the Pledgor shall use his best efforts to cooperate with all the registration, record or other procedures relating to the Pledge as required by relevant laws and regulations.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityCollateral, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Pledged Collateral that has been registered in his name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; Pledge, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Pledgor’s right to all Pledged Collateral or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change any of the Pledgor’s warranties and warranties, covenants or obligations made by the Pledgor under this Agreement or affect the Pledgor’s performance of his covenants or obligations hereunder; or (iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees covenants that the Pledgee’s exercise of its right to the Pledge obtained from rights under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates and contractsinstruments, agreements (including those required for the registration or de-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection take or cause to be taken any other actions as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including the registration with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessaryAIC set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the as a result of such Pledgor’s failure to perform in whole or in part fully perform his warrantiesguarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the provide facilities for exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not conduct any act and omission that may influence the value of the pledged shares for the purpose to keep or increase the value of the pledged shares. The Pledgor warrants to will notice the Pledgee immediately when there are issues that may decrease the Pledgor willvalue of the Pledged shares or influence the Pledgor’s performance of any obligations under this Agreement and, together with other shareholdersas required by the Pledgee, be jointly and severally liable provide guarantee for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder difference of the Domestic Company, he waives the right of first refusal towards any transfer of equity due decreased pledged shares to the Pledgee’s exercise of such pledgesatisfaction. 6.7 To the extent permitted by applicable laws and regulations, the Pledgor shall assist the Pledgee with the registration, filing or any other processes as required by the laws and regulations.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or perform any other actions (and cause other parties who have interests to perform any actions take actions) as required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under this Agreement, . The Pledgor also promises to execute (i) a power of attorney in the form of Exhibit A to appoint any party designated by Party A as the Pledgor’s proxy for executing legal documents that are necessary or useful for effecting this Agreement and enter into (ii) a transfer agreement in the form of Exhibit B to transfer his/her Equity Interest. 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan and the Services Fees, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the make access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not perform any action/non-action which may affect the value of the Equity Interest to maintain or increase the value. The Pledgor warrants shall timely notify the Pledgee of any events which may affect the value decrease of the Equity Interest or the obligations under this Agreement, and shall provide security satisfactory to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives decreased value of the right of first refusal towards any transfer of equity due to Equity Interest upon the Pledgee’s exercise request. 6.7 Under the permission of such pledgethe applied laws or regulations, the Pledgor shall use his/her best efforts to cooperate with all the registration, record or other procedures relating to the Pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the The Pledgor covenants hereby severally and jointly covenant to the Pledgee that the Pledgor willPledgee: 6.1.1 Not transfer or assign the Pledged Equity, create 9.1. The Pledgor shall not establish or permit the existence of any other pledges new pledge or other forms of security which may affect interest on the rights or benefits of pledge thereof, without the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to . Any pledge or other security interest that has been established in whole or in part of the pledge of rights; present without any prior consent in writing is invalid. 9.2. Without prior written notice to the Pledgee and get the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with prior written consent from the Pledgee, raise objection and provide statement the Pledgor shall not assign the pledge, otherwise all the transfer of the pledge shall be invalid. The Pledgor shall first pay the pledge to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect for the Pledgor’s right to all or any part advance payment of the Pledged Equitysecured debt or to the third person agreed to the Pledgee after the Pledgee’s prior written consent is obtained. 9.3. When any legal proceedings, arbitral or other requests take place, and any event may have adverse effects on the Pledgor or any received notice which may change the Pledgor’s warranties and obligations under this Agreement Pledgee in the interests or affect the Pledgor’s performance of his obligations Pledge under this Agreement. 6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. The Pledgor undertakes to the Pledgee that in order to protect or perfect the security interest of the Pledgee hereunder, the Pledgor shall execute guarantee the Pledgee in good faith writing as soon as possible and cause other parties who in time and take all necessary measures in accordance with the reasonable requirements of the Pledgee to ensure that the Pledgee have the pledge interests of the pledge. 9.4. A Pledgor shall not conduct or allow any act or omission which may have a significant adverse effect on the rights of the Pledgee in the Pledge to execute, all title certificates Transaction Documents and contracts, and/or perform and cause other parties who have the interests to perform any actions as required by or collateral under this Agreement. The Pledgor waiver the pre-emptive right of the Pledgee when he implements the pledge. 9.5. The Pledgor ensures, in accordance with the Pledgee’s reasonable requirements, to take all necessary measures and facilitate to sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) so as to ensure the interests of the Pledgor on the pledge and the exercise and realization of such rights. 9.6. If a pledge is transferred due to the exercise of the rights and authority granted to the Pledgee right of Pledge under this Agreement, and enter into the Pledgor guarantees that all amendment documents measures shall be taken to achieve such transfer. 9.7. If the Company needs to be dissolved or liquidated according to the mandatory provisions of the applicable law, after the Pledgor has completed the dissolution or liquidation procedure according to law in connection with the equity certificate with Company, the interests assigned legally by the Company, the Pledgor shall give the Pledgee or its the entity / individuals designated person by the Pledgee on the premise of not violating the PRC law. 9.8. After a breach of contract, the Pledgor agrees to grant such dividends, bonus, share interests, or other profit distribution (natural person/ legal entityafter deducting the related taxes) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about or the Pledge as the Pledgee deems necessary. 6.4. The Pledgor undertakes to the Pledgee that he will comply with and perform all the warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered entity /individuals designated by the Pledgee due to unconditionally. And such dividends, bonus, share interests, or other profit distribution are obtained from the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsCompany within the term of this Agreement. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the The Pledgor covenants hereby severally and jointly covenant to the Pledgee that the Pledgor willPledgee: 6.1.1 Not transfer or assign the Pledged Equity, create 9.1. The Pledgor shall not establish or permit the existence of any other pledges new pledge or other forms of security which may affect interest on the rights or benefits of pledge thereof, without the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to . Any pledge or other security interest that has been established in whole or in part of the pledge of rights; present without any prior consent in writing is invalid. 9.2. Without prior written notice to the Pledgee and get the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with prior written consent from the Pledgee, raise objection and provide statement the Pledgor shall not assign the pledge, otherwise all the transfer of the pledge shall be invalid. The Pledgor shall first pay the pledge to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect for the Pledgor’s right to all or any part advance payment of the Pledged Equitysecured debt or to the third person agreed to the Pledgee after the Pledgee’s prior written consent is obtained. 9.3. When any legal proceedings, arbitral or other requests take place, and any event may have adverse effects on the Pledgor or any received notice which may change the Pledgor’s warranties and obligations under this Agreement Pledgee in the interests or affect the Pledgor’s performance of his obligations Pledge under this Agreement. 6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. The Pledgor undertakes to the Pledgee that in order to protect or perfect the security interest of the Pledgee hereunder, the Pledgor shall execute guarantee the Pledgee in good faith writing as soon as possible and cause other parties who in time and take all necessary measures in accordance with the reasonable requirements of the Pledgee to ensure that the Pledgee have the pledge interests of the pledge. 9.4. A Pledgor shall not conduct or allow any act or omission which may have a significant adverse effect on the rights of the Pledgee in the Pledge to execute, all title certificates transaction agreement and contracts, and/or perform and cause other parties who have the interests to perform any actions as required by or collateral under this Agreement. The Pledgor waiver the pre-emptive right of the Pledgee when he implements the pledge. 9.5. The Pledgor ensures, in accordance with the Pledgee’s reasonable requirements, to take all necessary measures and facilitate to sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) so as to ensure the interests of the Pledgor on the pledge and the exercise and realization of such rights. 9.6. If a pledge is transferred due to the exercise of the rights and authority granted to the Pledgee right of Pledge under this Agreement, and enter into the Pledgor guarantees that all amendment documents measures shall be taken to achieve such transfer. 9.7. If the Company needs to be dissolved or liquidated according to the mandatory provisions of the applicable law, after the Pledgor has completed the dissolution or liquidation procedure according to law in connection with the equity certificate with Company, the interests assigned legally by the Company, the Pledgor shall give the Pledgee or its the entity / individuals designated person by the Pledgee on the premise of not violating the PRC law. 9.8. After a breach of contract, the Pledgor agrees to grant such dividends, bonus, share interests, or other profit distribution (natural person/ legal entityafter deducting the related taxes) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about or the Pledge as the Pledgee deems necessary. 6.4. The Pledgor undertakes to the Pledgee that he will comply with and perform all the warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered entity /individuals designated by the Pledgee due to unconditionally. And such dividends, bonus, share interests, or other profit distribution are obtained from the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsCompany within the term of this Agreement. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“Specified Person”) as subject to the Amended and Restated Exclusive Equity Interest Purchase Agreement entered into by and among the Party B, Party A and the Company on [April 1], 2019, not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of to be created any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee;. 6.1.2 Comply with and implement laws and regulations regulation with respect to the pledge of rights; present to the Pledgee equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon the competent authority after receiving such noticesthe same, orders or suggestions; comply with raise objection to such notices, orders or suggestions or, alternatively, at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits right, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest on the payments of the Pledgee hereundertechnical consulting and service fees under the Amended Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the provide access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessaryto the Pledgee within a reasonable time. 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The , fail so performing, the Pledgor shall compensate all the Pledgee for all losses therefore suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willit shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the relevant government authorities competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change the Pledgor’s warranties and ’ covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection with take or cause to be taken any other actions as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he it will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to for the Pledgor’s failure to perform in whole or in part fully perform his warrantiesguarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan and the Services Fees, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the make access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not perform any action/non-action which may affect the value of the Equity Interest to maintain or increase the value. The Pledgor warrants shall timely notify the Pledgee of any events which may affect the value decrease of the Equity Interest or the obligations under this Agreement, and shall provide security satisfactory to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives decreased value of the right of first refusal towards any transfer of equity due to Equity Interest upon the Pledgee’s exercise request. 6.7 Under the permission of such pledgethe applied laws or regulations, the Pledgor shall use his/her best efforts to cooperate with all the registration, record or other procedures relating to the Pledge.

Covenants of the Pledgor. 6.1. During 6.1 Pledgor hereby promises to the Pledgee for the interest of the Pledgee, that during the term of this Agreementcontract, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged Equitynot transfer, create place or permit the existence of any other pledges or other forms of security which may pledge that is likely to affect the rights or benefits and interests of Pledgee in shares, without the Pledgee without prior written consent of the by Pledgee; 6.1.2 Comply comply with laws and the provisions of all laws, rules, regulations with respect applicable to the pledge of rights; , within 5 days after the receipt of any notice, order, or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present to the Pledgee the noticesabovementioned notice, orders order, or suggestions recommendation or submit objections and representations with respect to the Pledge issued or made by relevant government authorities within five (5) days abovementioned matters upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the Pledgee’s reasonable request or upon consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; andPledge; 6.1.3 Timely Promptly notify the Pledgee of any event or any notice received notice by Pledgee which may is likely to affect the Pledgor’s right rights to all the Shares or any part portion thereof, as well as promptly notify Pledgee of the Pledged Equity, and any event or any notice received notice by Pledgee which may change the Pledgor’s warranties have an impact on any guarantees and other obligations under of Pledgor arising in connection with this Agreement or affect the Pledgor’s performance of his obligations under this Agreementcontract. 6.2. The 6.2 Pledgor agrees that Pledgee the Pledgee’s exercise of its right rights acquired by Pledgee in accordance with this contract with respect to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited harmed by any legal procedure initiated by the Pledgor or any successor heir or assigns of the Pledgor or any person authorized by the Pledgor or any other personperson through any legal proceedings. 6.3. The 6.3 Pledgor undertakes hereby warrants to the Pledgee that in order to protect or perfect the security interest guarantee provided by this contract for the payment of the Pledgee hereunderloan under the Loan Agreement, the Pledgor shall hereby execute in good faith and shall cause other parties who have interests in the Pledge privy to execute, this pledge to sign all title rights certificates and contractscovenants as required by Pledgee, and/or shall perform and cause other parties who have interests a stake in the Pledge to perform any actions as required by the Pledgee, and shall provide to Pledgee and facilitate convenience for the exercise of the rights and authority granted authorizations as prescribed in this contract. 6.4 Pledgor warrants to the Pledgee under this Agreement, and enter into execute all amendment relevant documents in connection to modify stock certificates with the equity certificate with the Pledgee or its designated any other person appointed by pledgee (natural person/ legal person or corporate entity) and, and shall provide to Pledgee within a reasonable periodtime all notice, provide to order, decision or resolution concerning the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessarypledge that are required by Pledge. 6.4. The 6.5 Pledgor undertakes hereby warrants to Pledgee, for the Pledgee that he will interest of Pledgee, Pledgor shall comply with and perform the obligations of all the warrantiesguarantees, covenantspromises, agreements, representations presentation and conditions for under this contract. In case the benefit default of the Pledgee. The any of abovementioned matters, Pledgor shall compensate the indemnify Pledgee for all the losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsdamages thus incurred. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willshe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in her name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his her obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection take or cause to be taken any other actions as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including the registration with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessaryAIC set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he she will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform her guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityCollateral, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Pledged Collateral that has been registered in her name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; Pledge, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Pledgor’s right to all Pledged Collateral or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change any of the Pledgor’s warranties and warranties, covenants or obligations made by the Pledgor under this Agreement or affect the Pledgor’s performance of his her covenants or obligations hereunder; or (iii) which may affect the Pledgor’s performance of her obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees covenants that the Pledgee’s exercise of its right to the Pledge obtained from rights under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates and contractsinstruments, agreements (including those required for the registration or de-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection take or cause to be taken any other actions as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including the registration with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessaryAIC set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the as a result of such Pledgor’s failure to perform in whole or in part his warrantiesfully perform her guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During Pledgor hereby promises to the Pledgee for the interest of the Pledgee, that during the term of this Agreementcontract, the Pledgor covenants to the Pledgee that the Pledgor will: 6.1.1 shall: Not transfer or assign the Pledged Equitytransfer, create place or permit the existence of any other pledges or other forms of security which may pledge that is likely to affect the rights or benefits and interests of Pledgee in shares, without the Pledgee without prior written consent of the by Pledgee; 6.1.2 ; Comply with laws and the provisions of all laws, rules, regulations with respect applicable to the pledge of rights; , within 5 days after the receipt of any notice, order, or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present to the Pledgee the noticesabovementioned notice, orders order, or suggestions recommendation or submit objections and representations with respect to the Pledge issued or made by relevant government authorities within five (5) days abovementioned matters upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the Pledgee’s reasonable request or upon consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestionsPledge; and 6.1.3 Timely Promptly notify the Pledgee of any event or any notice received notice by Pledgee which may is likely to affect the Pledgor’s right rights to all the Shares or any part portion thereof, as well as promptly notify Pledgee of the Pledged Equity, and any event or any notice received notice by Pledgee which may change the Pledgor’s warranties have an impact on any guarantees and other obligations under of Pledgor arising in connection with this Agreement or affect the Pledgor’s performance of his obligations under this Agreement. 6.2contract. The Pledgor agrees that Pledgee the Pledgee’s exercise of its right rights acquired by Pledgee in accordance with this contract with respect to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited harmed by any legal procedure initiated by the Pledgor or any successor heir or assigns of the Pledgor or any person authorized by the Pledgor or any other person. 6.3person through any legal proceedings. The Pledgor undertakes hereby warrants to the Pledgee that in order to protect or perfect the security interest guarantee provided by this contract for the payment of the Pledgee hereunderloan under the Loan Agreement, the Pledgor shall hereby execute in good faith and shall cause other parties who have interests in the Pledge privy to execute, this pledge to sign all title rights certificates and contractscovenants as required by Pledgee, and/or shall perform and cause other parties who have interests a stake in the Pledge to perform any actions as required by the Pledgee, and shall provide to Pledgee and facilitate convenience for the exercise of the rights and authority granted authorizations as prescribed in this contract. Pledgor warrants to the Pledgee under this Agreement, and enter into execute all amendment relevant documents in connection to modify stock certificates with the equity certificate with the Pledgee or its designated any other person appointed by pledgee (natural person/ legal person or corporate entity) and, and shall provide to Pledgee within a reasonable periodtime all notice, provide order, decision or resolution concerning the pledge that are required by Pledge. Pledgor hereby warrants to Pledgee, for the Pledgee all noticesinterest of Pledgee, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. The Pledgor undertakes to the Pledgee that he will shall comply with and perform the obligations of all the warrantiesguarantees, covenantspromises, agreements, representations presentation and conditions for under this contract. In case the benefit default of the Pledgee. The any of abovementioned matters, Pledgor shall compensate the indemnify Pledgee for all the losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsdamages thus incurred. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or perform any other actions (and cause other parties who have interests to perform any actions take actions) as required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement.. 2 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or and perfect the security interest for the payment of the Pledgee hereunderLoan, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the make access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 Within the period of this Agreement, the Pledgor will not conduct any act and omission that may influence the value of the pledged shares for the purpose to keep or increase the value of the pledged shares. The Pledgor warrants to pledgeor will notice the Pledgee immediately when there are issues that may decrease the value of the Pledged shares or the Plegor perform any obligations under this Agreement and, as required by the Pledgee, provide guarantee for the difference of the decreased pledged shares. Such guarantee should be satisfied by the Pledgee. 6.7 When permitting under applicable laws and regulations, the Pledgor will, together with other shareholders, be jointly and severally liable shall assist the Pledgee for the obligations hereunderregistration, filing or any other processes as required by the laws and regulations. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During 6.1 The Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not transfer or assign without the Pledged Equity, create or permit the existence of any other pledges or other forms of security which may affect the rights or benefits of the Pledgee without prior written consent of the Pledgee, the equity shall not be transferred, and any pledge or other form of security that may affect the rights and interest of the Pledgee shall not be established or permitted to exist; 6.1.2 Comply comply with the provisions of all laws and regulations with respect applicable to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities and within five (5) days upon receiving such noticesreceipt of any notice, orders order or suggestions; comply with such noticesrecommendation issued or prepared by relevant competent authorities regarding the Pledge, orders shall present the aforementioned notice, order or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from recommendation to the Pledgee, raise objection and provide statement shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to such notices, orders the aforementioned matters upon the Pledgee’s reasonable request or suggestions; andupon consent of the Pledgee; 6.1.3 Timely Promptly notify the Pledgee of any event or any notice received notice which by the Pledgor that may affect have an impact on the PledgorPledgee’s right rights to all the Equity Interest or any part of the Pledged Equityportion thereof, and as well as any event or notice received by the Pledgor that may have an impact on any received notice which may change guarantee and obligations of the Pledgor’s warranties and obligations under this Agreement , or affect on the Pledgor’s performance of his the obligations under of the Pledgor arising out of this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated harmed by the Pledgor or any successor heirs or representatives of the Pledgor or any person authorized by the Pledgor or other persons through any other personlegal proceedings. 6.3. The Pledgor undertakes to the Pledgee that in order to 6.3 To protect or perfect the security interest of the Pledgee hereundergranted by this Agreement, the Pledgor shall hereby undertakes to execute in good faith and cause to procure other parties who have interests an interest in the Pledge to executeexecute all certificates, all title certificates and contracts, deeds and/or undertakes to perform and cause to procure other parties who have interests an interest in the Pledge to perform any actions as required by the Pledgee and Pledgee, to facilitate the exercise by the Pledgee of the its rights and authority granted to the Pledgee under thereto by this Agreement, and to enter into all relevant documents of amendment documents in connection with regarding certificate of the relevant equity certificate with the Pledgee or its designated person designee(s) of the Pledgee (natural person/ natural/legal entity) and, persons). The Pledgor undertakes to provide the Pledgee within a reasonable period, provide to the Pledgee time with all notices, orders and decisions about regarding the Pledge as that are deemed necessary by the Pledgee deems necessaryPledgee. 6.4. 6.4 The Pledgor hereby undertakes to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenantspromises, agreements, representations and conditions under this Agreement for the benefit of the Pledgee. The Pledgor shall compensate In the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s event of failure to perform in whole or in part his warrantiespartial performance of its guarantees, covenantspromises, agreements, representations and conditions, the Pledgor shall indemnify the Pledgee for all losses resulting therefrom. 6.5. 6.5 The Pledgor warrants to the Pledgee hereby undertakes that the Pledgor will, together with other shareholders, be he/she is jointly and severally liable with other shareholders to the Pledgee for all the obligations hereunderunder this Agreement. 6.6. 6.6 The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives that he/she will waive the right of first refusal towards any when the equity transfer arises from exercises of equity due the Pledge by the Pledgee, regarding the Equity Interest that other shareholders of the Domestic Company has pledged to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During 7.1 Within the term of this Agreement, the Pledgor, for the interests of the Pledgee, covenants to the Pledgee that the Pledgor shall: (1) Complete the registration of the pledge hereunder within forty-five(45) working days after the execution of this Agreement at the industrial and commercial administrative department in accordance with this Agreement; (2) Without the prior written consent, not transfer equity interest nor establish or permit the establishment of any other pledge that may impact the rights and interests of the Pledgee. (3) Comply and execute all laws, regulations and rules concerning the pledge of rights. After receiving the notice, order or suggestion issued by the competent authorities, the Pledgor shall present such notice, order or suggestion to the Pledgee within five (5) days and shall comply such notice, order or suggestion, or raise objection upon the reasonable request by the Pledgee or the consent of the Pledgee. (4) Promptly notice the Pledgee any event or notice received that may cause the Pledgor to compromise the equity interest or any part of the equity, and any commitment, obligation established to modify this Agreement or any event or notice received that my result any impact therefrom. 7.2 The Pledgor covenants that the rights to be exercised by the Pledgee in accordance with this Agreement shall not be interrupted through legal procedure nor interfered by the Pledgor, the successor of the Pledgor, the trustee of the Pledgor or any other person; 7.3 The Pledgor covenants to the Pledgee that to protect or complete the guarantee of the obligations under the Master Agreements with this Agreement, the Pledgor shall honestly sign and cause the other parties that have stakes on the Right of Pledge undertake all the actions requested by the Pledgee and facilitate the exercise of rights and authorization granted to the Pledgee under this Agreement. 7.4 The Pledgor covenants to the Pledgee that the Pledgor will: 6.1.1 Not transfer or assign the Pledged Equity, create or permit the existence of any other pledges or other forms of security which may affect the rights or benefits shall sign all amendments of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws share certificate (if necessary and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5applicable) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreement. 6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. The Pledgor undertakes to the Pledgee that in order to protect or perfect the security interest of the Pledgee hereunder, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or perform and cause other parties who have interests to perform any actions as required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under this Agreement, and enter into all amendment documents in connection with the equity certificate with the Pledgee or its designated person (natural person/ a person/legal entity) andperson), within a reasonable period, and provide to the Pledgee Pledge with all notices, orders and decisions about the Pledge as the Pledgee deems necessaryit believes to be necessary within a reasonable period. 6.4. 7.5 The Pledgor undertakes Pledgor, for the interests of the Pledgee, covenants to the Pledgee that he will the Pledgor shall comply with and perform fulfill all the warrantiesrepresentations, covenants, agreements, representations statements and conditions for conditions. In the benefit case that the Pledgor cannot comply or fail to fulfill all or part of its representations, covenants, agreements, statements and conditions, the Pledgee. The Pledgor shall compensate the Pledgee be liable for all losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionstherefrom. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willit shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in its name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor’ covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s ’ performance of his their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection with take or cause to be taken any other actions as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform its guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“Specified Person”) as subject to the Exclusive Equity Interest Purchase Agreement entered into by and among the Pledgor, Lentuo HK limited and TUOZHAN on January 28, 2010, not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of to be created any other pledges or other forms of security which may have an adverse affect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee;. 6.1.2 Comply with and implement laws and regulations regulation with respect to the pledge of rights; present to the Pledgee equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon the competent authority after receiving such noticesthe same, orders or suggestions; comply with raise objection to such notices, orders or suggestions or, alternatively, at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits right, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest on the payments of the Pledgee hereundertechnology consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the provide access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessary.to the Pledgee within a reasonable 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The , fail so performing, the Pledgor shall compensate all the Pledgee for all losses therefore suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event or any received notice (i) which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change the Pledgor’s warranties and covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees covenants that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes jointly and severally covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the SAMR), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and enter into all amendment documents in connection with take or cause to be taken any other action as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the SAMR registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part fully perform his warrantiesguarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and2 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the make access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willit shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in its name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor' covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s ' performance of his their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise 's right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes jointly and severally covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection with take or cause to be taken any other actions as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he it will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform its guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 7.1 During the term valid period of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor it will: 6.1.1 Not 7.1.1 The Pledgor will not transfer the equity or assign the Pledged Equity, create set or permit the existence of allow any pledge or any other pledges or other forms of security which guarantee that may affect the rights or benefits right and interest of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply 7.1.2 The Pledgor will comply with all the laws and regulations with respect related to the pledge of rights; present . If the Pledgor receives any notice, instruction or advice regarding the Right of Pledge from relevant competent authority, it shall bring forth such notice, instruction or advice to the Pledgee the noticeswithin 5 working days and comply such notice, orders instruction or suggestions with respect advice or make comments or representations to the Pledge issued such notice, instruction or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at advice according to the reasonable request of the Pledgee or with consent from of the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify 7.1.3 The Pledgor will promptly inform the Pledgee of any event or any notice it received notice which that may affect the Pledgor’s right to all equity interest or any part right on such equity interest or the performance of obligation by the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations Pledgor under this Agreement or affect change any warranties or obligations of the Pledgor’s performance of his obligations Pledgor under this Agreement. 6.2. 7.2 The Pledgor agrees that the Pledgee’s exercise of its the right to of Pledgee on the Pledge obtained from pledge under this Agreement as a pledgee shall not be interrupted or inhibited by any disturbed through legal procedure initiated proceedings by the Pledgor Pledgor, the successor or any successor the trustee of the Pledgor or any person authorized by the Pledgor Pledgor, or any other personparty. 6.3. 7.3 The Pledgor undertakes covenants to the Pledgee that in order with regards to protect or perfect the security interest of pledge for all the debts owed by Henan Shuncheng Group Coal Coke Co., Ltd. (the Lessee) to the Pledgee hereunder(the Lessor) under the Lease, the Pledgor shall execute in good faith will honestly sign and cause all other interested parties who have interests in to sign all the Pledge to executeentitlement certificate, all title certificates deed required by the Pledgee, and contracts, and/or / or perform and cause all other interested parties who have interests to perform any the actions as required by the Pledgee Pledgee, and facilitate provide convenience for the exercise of the rights right and authority granted to authorization of the Pledgee under this Agreement, and enter into sign all amendment relevant documents in connection with for the change of certificate of equity certificate interest with the Pledgee or its designated the person (natural person/ person / legal entityperson) anddesignated by the Pledgee, and provide the Pledgee with all relevant notice, order, or decision as deemed necessary by the Pledgee within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 7.4 The Pledgor undertakes covenants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesof its covenants, covenantsundertakings, agreements, representations and conditions for the benefit interest of the Pledgee. The If the Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure fails to perform in whole or in part his warrantiesfully perform its covenants, covenantsundertakings, agreements, representations and or conditions, it shall compensate all the losses of the Pledgee caused by such failure. 6.5. 7.5 If the Right of Pledge is not settled or became invalid for any of the following reasons, the Pledgor shall provide a joint liability guarantee for the debt owed by the Pledgor to the Lessor under the Lease: (1) The Pledgor warrants does not set up the Right of Pledge according to this Agreement; (2) Any of the Pledgee that representation, warranty, or covenant of the Pledgor will, together with other shareholders, be jointly and severally liable for is unreal; (3) Other reasons caused by the obligations hereunderPledgor. 6.6. 7.6 The Pledgor irrevocably agrees that, with respect that it waives all of its preferential right to purchase the Pledged Equity equity from the other shareholders of Anyang Commercial Bank Co. Ltd. if such equity is pledged to the Pledgee by other shareholder of and the Domestic Company, he waives the Pledgee exercises its right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“Specified Person”) as subject to the Exclusive Equity Interest Purchase Agreement entered into by and among the Party A, Party B and QINGHAI HUAYOU on December 1, 2015, not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of to be created any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee;. 6.1.2 Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon the competent authority after receiving such noticesthe same, orders or suggestions; comply with raise objection to such notices, orders or suggestions or, alternatively, at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits right, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest on the payments of the Pledgee hereundertechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the provide access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessaryto the Pledgee within a reasonable time. 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The , fail so performing, the Pledgor shall compensate all the Pledgee for all losses therefore suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During Until the term Release Date, the Pledgor is obliged to satisfy the following (in each case subject to the correctness and accuracy of the Fundamental Representations to the extent they impact the following covenants): 6.1.a. Subject to the Pledgor having had such number of its representatives appointed as a majority of the Board of the Company, the Pledgor shall, and shall cause the Company to, promptly, and in any event within seven (7) Business Days of receipt, deliver to the Pledgees a copy of each notice in relation to the Pledged Shares received by the Pledgor and the Company and notify the Pledgees of any claims raised by third parties and/or governmental authorities in relation to the Pledged Shares which may have an effect on the value or the legal title or ownership of the Pledged Shares. 6.1.b. To the extent the Pledgor defends the Pledgees’ rights and security interests attached to or in relation to the Pledged Shares against the claims of any third person the Pledgor shall do so in consultation with the Pledgees. 6.1.c. The Pledgor at its sole cost and expense, shall, and shall cause the Company to, promptly take all actions and execute and deliver all ancillary documents and requirements (including, but not limited to, serving notices, preparing documentation and conducting any registrations as may be required under the Turkish Law and relevant legislation) that the Pledgees that may be required at any time in order to (a) promptly perfect the Share Pledge, (b) enable the Pledgees to exercise and enforce its rights and remedies under this Agreement with respect to the Pledged Shares and the Share Pledge (including, without limitation, undertaking a private sale following the occurrence of an Event of Default), (c) satisfy the purposes of this Agreement, and (d) hold the Pledgees harmless from and against any violation of the Pledgor which may affect the validity of the Share Pledge. 6.1.d. Except for the Share Pledge established and to be established under this Agreement, the Pledgor covenants to the Pledgee that the Pledgor will: 6.1.1 Not transfer shall not sell, assign, transfer, exchange or assign the Pledged Equityotherwise dispose of, create or permit the existence of any other pledges or other forms of security which may affect the establish usufruct rights or benefits agree to sell or dispose of, the benefit of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all or any part of their rights including the pre-emption rights in relation to any capital increase in the share capital of the Pledged Equity, Company and any event interest in relation to or attached to the Pledged Shares or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementpart thereof. 6.2. The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. The Pledgor undertakes to the Pledgee that in order to protect or perfect the security interest of the Pledgee hereunder, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or perform and cause other parties who have interests to perform any actions as required by the Pledgee and facilitate the exercise of the rights and authority granted to the Pledgee under this Agreement, and enter into all amendment documents in connection with the equity certificate with the Pledgee or its designated person (natural person/ legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. The Pledgor undertakes to the Pledgee that he will comply with and perform all the warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee6.1.e. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due not create or permit to the Pledgor’s failure establishment of any other pledge, lien, security interest, ancillary attachment, other charge or other encumbrance or any personal right or right in rem on the Pledge Shares or which may wholly or partly affect the Pledged Shares except for the Share Pledge established or to perform be established under this Agreement and shall not assign and transfer their rights in whole or in part his warranties, covenants, agreements, representations and conditionsrelation to the Pledged Shares. 6.56.1.f. The Pledgor warrants shall not make or consent to the Pledgee that the Pledgor will, together with any amendment or other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, modification or waiver with respect to any of the Pledged Equity pledged Shares (or the rights arising out of the Pledged Shares) or enter into any agreement with respect to any of the Pledged Shares or permit to exist any restriction on the Pledged Shares (or the rights arising out of the Pledged Shares) other than the Share Pledge under this Agreement; provided, however, that the foregoing shall not limit or restrict the Pledgor from taking any actions contemplated by the Stock Purchase Agreement, including, but not limited to, the reclassification of Class A Shares as Class B Shares and/or the reclassification of all Class A and Class B Shares as common stock or ordinary shares. 6.1.g. In case of the issuance of the Additional Shares, the Pledgor shall, and shall cause the Company to grant or procure to grant to the Pledgee Pledgees additional pledge(s) by other shareholder executing or procuring to execute the Share Pledge Agreement Supplement confirming that such Additional Shares are within the scope of this Agreement and take or cause to be taken any and all actions necessary or desirable and requested by the Pledgees including but not limited to the delivery to the Pledgees of the Domestic Company, he waives share certificates representing the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledgeAdditional Shares.

Covenants of the Pledgor. 6.1. During 6.1 Pledgor hereby promises to the Pledgee for the interest of the Pledgee, that during the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityShares, create place or permit the existence of any other pledges or other forms of security which pledge that may affect the Pledgee’s rights or benefits of and interests in the Pledgee Shares, without the prior written consent of the Pledgee; 6.1.2 Comply with the provisions of all laws and regulations with respect applicable to the pledge of rights; , and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the Pledgee the noticesaforementioned notice, orders order or suggestions recommendation or submit objections and representations with respect to the Pledge issued or made by relevant government authorities within five (5) days aforementioned matters upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the Pledgee’s reasonable request or upon consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely Promptly notify the Pledgee of any event or any notice received notice which by Pledgee that may affect have an impact on Pledgee’s rights to the Pledgor’s right to all Shares or any part portion thereof, as well as promptly notify Pledgee of the Pledged Equity, and any event or notice received by Pledgee that may have an impact on any received notice which may change the Pledgor’s warranties guarantees and other obligations under this Agreement or affect the Pledgor’s performance of his obligations under Pledgor arising in connection with this Agreement. 6.2. The 6.2 Pledgor agrees that the Pledgee’s exercise of its right rights acquired by Pledgee in accordance with this Pledge Agreement with respect to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited harmed by any legal procedure initiated by the Pledgor or any successor heirs or representatives of the Pledgor or any person authorized by the Pledgor or any other personpersons through operation of law. 6.3. The 6.3 Pledgor undertakes hereby warrants to the Pledgee that in order to protect or perfect the security interest guarantee provided by this Agreement for payment of the Pledgee hereunderconsulting service fees under the Service Agreement, the Pledgor shall execute hereby executes in good faith and shall cause other parties who have interests a stake in the Pledge to executeexecute all rights certificates, all title certificates agreements, deeds and/or covenants required by Pledgee and contracts, and/or / or shall perform and shall cause other parties who have interests a stake in the Pledge to perform any actions as required by the Pledgee Pledgee, and facilitate the exercise by Pledgee of the its rights and authority granted to the Pledgee under thereto by this Agreement, and enter into execute all amendment relevant documents in connection that modify stock certificates with the equity certificate with the Pledgee or its designated person designee(s) of Pledgee (natural person/ persons / legal entity) andpersons), and shall provide to Pledgee within a reasonable period, provide to the Pledgee time all notices, orders and decisions about regarding the Pledge as the Pledgee deems necessarythat are required by Pledgee. 6.4. The 6.4 Pledgor undertakes hereby warrants to the Pledgee that he will for Pledgee’s interest, Pledgor shall comply with and perform all the warrantiesguarantees, covenantspromises, agreements, representations and conditions for under this Agreement. In the benefit event of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warrantiespartial performance of its guarantees, covenantspromises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all of its losses resulting therefrom. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security pledges, which may affect have any effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan and the Services Fees, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the make access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not perform any action/non-action which may affect the value of the Equity Interest to maintain or increase the value. The Pledgor warrants shall timely notify the Pledgee of any events which may affect the value decrease of the Equity Interest or the obligations under this Agreement, and shall provide security satisfactory to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives decreased value of the right of first refusal towards any transfer of equity due to Equity Interest upon the Pledgee’s exercise of such pledgerequest. 6.7 To the extent permitted under applicable laws or regulations, the Pledgor shall use his best efforts to cooperate with all the registration, record or other procedures relating to the Pledge.

Covenants of the Pledgor. 6.1. 7.1 During the term of this Agreement, the Pledgor covenants jointly and severally covenants, for the benefit of the Pledgee, to the Pledgee that that: 7.1.1 Within five (5) working days after the date of this Agreement, it shall timely and properly go through the procedures of registration with the relevant administrative department for industry and commerce and take other relevant measures to procure the creation of the Pledge Right, so as to ensure compliance with and enforcement of all provisions of all applicable laws and regulations; 7.1.2 Other than a transfer of any Equity Interest to the Pledgee or any person designated by the Pledgee effected in accordance with the Option Agreement by and among the Pledgor, the Pledgee and the Operation Company, or a transfer of equity interest effected within the Pledgor will: 6.1.1 Not without prejudice to the validity of the Pledge hereunder (subject to a prior notice by the proposing transferor to the Pledgee); without the prior written consent of the Pledgee, the Pledgor shall neither transfer or assign the Pledged EquityEquity Interest, nor create or permit the existence of any other pledges or other forms of security which pledge that may affect the Pledgee’s rights or benefits and interests in the Equity Interest, nor cause the shareholders’ meeting of the Operation Company to pass any resolution to sell/transfer/pledge or otherwise dispose of any equity interest of the Operation Company or permit the creation of any security interest thereon, 7.1.3 It shall comply with and implement the provisions of all laws and regulations governing the pledging of rights. It shall, within five (5) working days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, present such notice, order or recommendation to the Pledgee, and shall comply with such notice, order or recommendation, or, upon the Pledgee’s reasonable request or subject to consent of the Pledgee, submit objections and representations with respect to such notice, order or recommendation. If the period for responding to the aforementioned notice, order or recommendation is less than five (5) working days, it shall present such notice, order or recommendation to the Pledgee without prior written consent immediately and shall take actions in accordance with the reasonable instructions of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 7.1.4 It shall promptly notify the Pledgee of any event or any notice received notice by it which may affect have an impact on the Pledgor’s right rights to all the subject matter of the Pledge or any part of the Pledged Equityportion thereof, and as well as any event or any notice received notice by it which may change the Pledgor’s warranties or have an impact on any guarantees and obligations under this Agreement or affect created hereunder and shall take such actions as instructed by the Pledgor’s performance of his obligations under this AgreementPledgee. 6.2. 7.2 The Pledgor agrees that the Pledgee’s exercise of its right rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge obtained from this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated prevented by the Pledgor or any successor heirs or representatives of the Pledgor or any person authorized other persons by the Pledgor or any other personmeans of legal proceedings. 6.3. The Pledgor undertakes to the Pledgee that in 7.3 In order to protect or perfect the security interest granted by this Agreement for the payment of the Pledgee hereundersecured obligations, the Pledgor shall hereby undertakes to: execute in good faith faith, and cause other parties who have interests an interest in the Pledge Right to execute, all title entitlement certificates and contracts, agreements required by the Pledgee; and/or perform and cause other parties who have interests an interest in the Pledge Right to perform any perform, actions as required by the Pledgee and Pledgee; facilitate the exercise by the Pledgee of the its rights and authority authorizations granted to the Pledgee under this Agreement, and hereunder; enter into all amendment relevant documents in connection with the equity certificate regarding alteration of Equity Interest certificates with the Pledgee or its designated person designee(s) of Pledgee (natural person/ persons/legal entity) and, persons); and provide the Pledgee within a reasonable period, provide to the Pledgee time with all notices, orders and decisions about regarding the Pledge as Right which are deemed necessary by the Pledgee deems necessaryPledgee. 6.4. The 7.4 For the benefit of the Pledgee, the Pledgor hereby undertakes to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenantspromises, agreements, representations and conditions for under this Agreement. In the benefit of event that the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure fails to perform in whole or in part his warrantiesfails to fully perform its guarantees, covenantspromises, agreements, representations and conditions. 6.5. The , the Pledgor warrants to shall indemnify the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunderall losses resulting therefrom. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 5.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willthat: 6.1.1 Not transfer or assign 5.1.1 without the Pledged Equity, create or permit the existence of any other pledges or other forms of security which may affect the rights or benefits of the Pledgee without prior written consent of the Pledgee, the Pledgor shall not transfer the Pledged Shares or any part thereof, and shall not create or allow the creation of any security or other encumbrances on the Pledged Shares; 6.1.2 Comply 5.1.2 the Pledgor shall comply with and implement all applicable laws and regulations with respect related to the pledge of rights; present to the Pledgee the noticesPledge. If any notice, orders instruction or suggestions with respect to the Pledge proposal issued or made formulated by the relevant government authorities competent authority is received, the Pledgor shall, within five (5) days upon receiving days, present such noticesnotice, orders instruction or suggestions; proposal to the Pledgee, and comply with such noticesnotice, orders instruction or suggestions orproposal, alternatively, or put forward objections and statements on the above matters at the reasonable request of the Pledgee or with the consent from of the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 the Pledgor shall promptly notify the Pledgee of any event or any received notice which that may affect the Pledgor’s right to all Pledged Shares (or any part of the Pledged Equity, thereof) and any event or any received notice which that may change affect the Pledgor’s warranties and or obligations under of the Pledgor in this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise of its right rights enjoyed by the Pledgee with respect to the Pledge obtained from in accordance with the terms of this Agreement as a pledgee shall not be interrupted or inhibited by any legal procedure initiated hindered by the Pledgor or any the Pledgor’s assignee, successor of or the Pledgor or any person authorized by the Pledgor Pledgor’s principal or any other personperson through legal procedures. 6.3. 5.3 The Pledgor undertakes warrants to the Pledgee that that, in order to protect or perfect improve the security interest of created in this Agreement for the Pledgee hereunderContractual Obligations and the Secured Debts, the Pledgor shall will execute and cause other parties interested in the Pledge to execute in good faith all certificates of rights and contracts required by the Pledgee and/or take and cause other parties who have interests interested in the Pledge to execute, take all title certificates and contracts, and/or perform and cause other parties who have interests to perform any actions as required by the Pledgee and Pledgor, facilitate the exercise of the rights and authority authorizations granted to the Pledgee under by this Agreement, and enter into execute all amendment documents in connection with related to the equity certificate ownership of the Pledged Shares with the Pledgee or its designated person designee (natural person/ person/legal entity) andperson), within a reasonable period, and provide to the Pledgee with all notices, orders and decisions about related to the Pledge as the Pledgee it deems necessarynecessary within a reasonable period of time. 6.4. 5.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warranties, covenants, agreements, representations and conditions for under this Agreement. If the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to the Pledgor’s failure fails to perform in whole or in part his does not fully perform its warranties, covenants, agreements, representations and conditions. 6.5. The Pledgor warrants to , it shall compensate the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunderall losses suffered thereby. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply comply with and implement the laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan and the Services Fees, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, contracts and/or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not perform any action/non-action which may affect the value of the Equity Interest to maintain or increase the value. The Pledgor warrants shall timely notify the Pledgee of any events, which may decrease the value of the Equity Interest or affect the Pledgor’s performance of the obligations under this Agreement, and shall provide security satisfactory to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives decreased value of the right of first refusal towards any transfer of equity due to Equity Interest upon the Pledgee’s exercise request. 6.7 Under the permission of such pledgethe applied laws or regulations, the Pledgor shall use his/her best efforts to cooperate with all the registration, record or other procedures relating to the Pledge as required by relevant laws and regulations.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the provide facilities for exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.56.6 During the term of this Agreement, the Pledgor will not conduct any act and omission that may influence the value of the pledged shares for the purpose to keep or increase the value of the pledged shares. The Pledgor warrants to will notice the Pledgee immediately when there are issues that may decrease the Pledgor willvalue of the Pledged shares or influence the Pledgor’s performance of any obligations under this Agreement and, together with other shareholdersas required by the Pledgee, be jointly and severally liable provide guarantee for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder difference of the Domestic Company, he waives the right of first refusal towards any transfer of equity due decreased pledged shares to the Pledgee’s exercise of such pledgesatisfaction. 6.7 To the extent permitted by applicable laws and regulations, the Pledgor shall assist the Pledgee with the registration, filing or any other processes as required by the laws and regulations.

Covenants of the Pledgor. 6.1. 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgee for its benefit that the Pledgor willshall: 6.1.1 Not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of the Pledgee; 6.1.2 Comply with laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon receiving such notices, orders or suggestions; comply with such notices, orders or suggestions or, alternatively, at the reasonable request of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and; 6.1.3 Timely notify the Pledgee of any event events or any notices received notice which may affect the Pledgor’s right to all or any part of the Pledged EquityEquity Interest, and any event events or any received notice notices which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement.. 2 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other person. 6.3. 6.3 The Pledgor undertakes promises to the Pledgee that in order to protect or perfect the security interest for the payment of the Pledgee hereunderLoan, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledge to execute, all title certificates and contracts, and/or contracts or to perform any other actions (and cause other parties who have interests to perform any actions take action) as required by the Pledgee and facilitate the make access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into . 6.4 The Pledgor promises to the Pledgee that he/she will execute all amendment documents (if applicable and necessary) in connection with the equity certificate of the Equity Interest with the Pledgee or its designated person (being a natural person/ person or a legal entity) and, within a reasonable period, provide to the Pledgee all notices, orders and decisions about the Pledge as the Pledgee deems necessary. 6.4. 6.5 The Pledgor undertakes promises to the Pledgee that he he/she will comply with and perform all the warrantiesguarantees, covenants, agreementswarranties, representations and conditions for the benefit of the Pledgee. The Pledgor shall compensate the Pledgee for all losses suffered by the Pledgee due to because of the Pledgor’s failure to perform in whole or in part his warrantiesits guarantees, covenants, agreementswarranties, representations and conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willit shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in its name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the relevant government authorities competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event events or any received notice notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgor’ covenants or obligations under this Agreement; or (iii) which may affect the Pledgor’s right to all or any part of the Pledged Equity, and any event or any received notice which may change the Pledgor’s warranties and obligations under this Agreement or affect the Pledgor’s performance of his its obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor successors of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee, and (iii) allow the Pledgee and facilitate the to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notices and enter into all amendment documents in connection with take or cause to be taken any other actions as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he it will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to for the Pledgor’s failure to perform in whole or in part his warrantiesfully perform its guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. During the term of this Agreement, the 5.1 The Pledgor covenants to the Pledgee that the Pledgor willhe shall: 6.1.1 Not 5.1.1 not transfer or assign the Pledged EquityEquity Interest, or create or permit the existence of to be created any other pledges pledge, lien, charge, mortgage, encumbrance, option, security or other forms of security which may affect interest in or over the rights or benefits of Equity Interest that has been registered in his/her name, other than the Pledgee Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent of from the Pledgee; 6.1.2 Comply 5.1.2 comply with and implement laws and regulations with respect to the pledge of rights; , present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities the competent authority within five (5) 5 days upon receiving such notices, orders or suggestions; comply suggestions and take actions in accordance with such notices, orders or suggestions or, alternatively, at the reasonable request instructions of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and 6.1.3 Timely 5.1.3 timely notify the Pledgee of any event or any received notice (i) which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged EquityPledgee’s rights, and any event or any received notice (ii) which may change the Pledgor’s warranties and covenants or obligations under this Agreement or (iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 6.2. 5.2 The Pledgor agrees covenants that the Pledgee’s exercise right of its right to exercising the Pledge obtained from under this Agreement as a pledgee shall not be interrupted suspended or inhibited by any legal procedure initiated hampered by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor or any other personPledgor. 6.3. 5.3 The Pledgor undertakes jointly and severally covenants to the Pledgee that in order to protect or perfect the security interest of over the Pledgee hereunderSecured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to executeexecute all the forms, all title certificates instruments, agreements (including those required for the registration and contractsde-registration of the Pledge with the AIC), and/or perform (ii) take actions and cause other parties who have interests in the Pledge to perform any take actions as required by the Pledgee and facilitate (iii) allow the Pledgee to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement. 5.4 The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and enter into all amendment documents in connection with take or cause to be taken any other action as may be necessary under the equity certificate with laws of the Pledgee or its designated person (natural person/ legal entity) andPRC, within a reasonable period, provide to the Pledgee all notices, orders and decisions about perfect the Pledge as of the Pledgee deems necessaryPledged Collateral, including the AIC registration set forth in Section 3.1. 6.4. 5.5 The Pledgor undertakes covenants to the Pledgee that he will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The Pledgor shall compensate the Pledgee for all the losses suffered by the Pledgee due to the for such Pledgor’s failure to perform in whole or in part his warrantiesfully perform his/her guarantees, covenants, agreements, representations and or conditions. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“Specified Person”) as subject to the Exclusive Equity Interest Purchase Agreement entered into by and among the Party A, Party B and Hengda Haitian on March 31, 2018, not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of to be created any other pledges or other forms of security which may have an adverse affect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee;. 6.1.2 Comply with and implement laws and regulations regulation with respect to the pledge of rights; present to the Pledgee equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon the competent authority after receiving such noticesthe same, orders or suggestions; comply with raise objection to such notices, orders or suggestions or, alternatively, at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits right, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest on the payments of the Pledgee hereundertechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the provide access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessaryto the Pledgee within a reasonable time. 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The , fail so performing, the Pledgor shall compensate all the Pledgee for all losses therefore suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.

Covenants of the Pledgor. 6.1. 6.1 During the term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor willshall: 6.1.1 Not Except for the transfer of the Equity Interest to the Pledgee or the specified person designated by the Pledgee (“Specified Person”) as subject to the Exclusive Equity Interest Purchase Agreement entered into by and among the Pledgor, Party A and Jxxxxxx Xxxxxxx on April 8, 2021, not transfer or assign the Pledged EquityEquity Interest, create or permit the existence of to be created any other pledges or other forms of security which may affect have an adverse effect on the rights or benefits of the Pledgee without prior written consent of from the Pledgee;. 6.1.2 Comply with and implement laws and regulations regulation with respect to the pledge of rights; present to the Pledgee equity interest, Comply with the notices, orders or suggestions with respect to the Pledge issued or made by relevant government authorities within five (5) days upon the competent authority after receiving such noticesthe same, orders or suggestions; comply with raise objection to such notices, orders or suggestions or, alternatively, at the reasonable request or with the consent of the Pledgee or with consent from the Pledgee, raise objection and provide statement to such notices, orders or suggestions; and. 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s right to all Equity Interest or any part of the Pledged Equityits right, and any event or any received notice which may change alter or affect any of the Pledgor’s warranties covenants and obligations under this Agreement or affect the Pledgor’s performance of his obligations under this Agreementhereunder. 6.2. 6.2 The Pledgor agrees that the Pledgee’s exercise of its right to exercise the Pledge obtained from this Agreement as a pledgee shall not be interrupted suspended or inhibited by any hampered through legal procedure initiated by the Pledgor or Pledgor, any successor successors of the Pledgor or Pledgor, any person authorized by the Pledgor or any other personthird party. 6.3. 6.3 The Pledgor undertakes warrants to the Pledgee that in order to protect or perfect the security interest on the payments of the Pledgee hereundertechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause procure other parties who have interests in the Pledge to execute, execute all title certificates and contractscertificates, contracts upon the request of the pledgee, and/or perform and cause procure other parties who have interests to perform any actions take action as required by the Pledgee and facilitate the provide access to exercise of the rights and authority granted to authorization vested in the Pledgee under this Agreement, and enter into execute all amendment the documents in connection with respect to the equity alternations of certificate of the Equity Interest with the Pledgee or its designated the person (natural person/ individual or legal entity) anddesignated by the Pledgee, within a reasonable period, and provide to the Pledgee all notices, orders and decisions about the Pledge as deemed necessary by the Pledgee deems necessaryto the Pledgee within a reasonable time. 6.4. 6.4 The Pledgor undertakes warrants to the Pledgee that he the Pledgor will comply with and perform all the warrantiesguarantees, covenants, agreements, representations and conditions for the benefit benefits of the Pledgee. The , fail so performing, the Pledgor shall compensate all the Pledgee for all losses therefore suffered by the Pledgee due to the Pledgor’s failure to perform in whole or in part his warranties, covenants, agreements, representations and conditionsPledgee. 6.5. The Pledgor warrants to the Pledgee that the Pledgor will, together with other shareholders, be jointly and severally liable for the obligations hereunder. 6.6. The Pledgor irrevocably agrees that, with respect to the Pledged Equity pledged to the Pledgee by other shareholder of the Domestic Company, he waives the right of first refusal towards any transfer of equity due to the Pledgee’s exercise of such pledge.