Common use of Covenants of the Pledgors Clause in Contracts

Covenants of the Pledgors. The Pledgors hereby covenants to the Pledgee as follows: 9.1 Without prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber any new pledge or any other security interest on the Pledged Shares, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgee under the Transaction Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Shares. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants severally and not jointly covenant to the Pledgee as follows: 9.1 1. Without the prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber establish any new pledge or any other security interest entitlement/restriction on the Pledged SharesEquity, and such nor shall they set or allow to set any new pledge or any other security interest over all or part entitlement/restriction on the equities of the Pledged Shares without the aforesaid prior written consent shall be null and voidDomestic Affiliates directly and/or indirectly held by them. 9.2 Unless a 2. Without the prior written notice has been given to the Pledgee and the its prior written consent of the Pledgee has been obtainedconsent, the Pledgors shall not transfer the Pledged Shares Equity, and all attempts of the Pledgors acts proposed to transfer the Pledged Shares shall be null and voidEquity are invalid. The proceeds from a transfer of With or without the Pledged Shares Pledgee’s prior written consent, the corresponding amount acquired by the Pledgors from the third party for transferring the Pledged Equity shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 9.3 3. When any litigationlegal proceedings, arbitration or any other claim arises which may have an adverse effect on the Pledgorsrequest occurs, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgors or Pledgee under the Transaction Agreement Cooperation Agreements or Pledged Equity, the Pledgors covenant that they will notify the Pledgee as soon as possible and in a timely manner, and, in accordance with the Agreement or on reasonable requirements of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights to the Pledged SharesEquity. 4. The Pledgors hereby shall not engage in or permit any behaviors or actions that may adversely affect the Pledgee’s interest under the Cooperation Agreements or the Pledged Equity. The Pledgors waive their the pre-emptive right when the Pledgees exercise its pledgor’s right with respect Pledged Equity is realized by the Pledgee and agree to the Pledged Sharesrelevant equity transfer. 9.5 5. The Pledgors undertakes to take all covenant to, at the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure that the Pledgees may exercise its pledgorPledgee’s right with respect pledge rights to the Pledged SharesEquity and the implementation and exercise of such rights. 9.6 If 6. In the event of any transfer of the Pledged Equity arising from the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Sharesunder this Agreement, the Pledgors undertakes shall undertake to take all necessary measures to effect realize such equity transfer. The Pledgors, as direct and/or indirect rights holders of the Domestic Affiliates, further severally and not jointly covenant the following: 1. From the date of this Agreement, without the prior written consent of the Pledgee, the Pledgors will not sell, assign, transfer or otherwise dispose of the interests of the Domestic Affiliates they directly and/or indirectly hold, and will not set any entitlement on the interests of the Domestic Affiliates they directly and/or indirectly hold at any time from the date of this Agreement; with or without the written consent of the Pledgee, the corresponding amount acquired by the Pledgors from the third party for selling, assigning, transferring or otherwise disposing of the interests of the Domestic Affiliates they directly or indirectly hold shall be owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 2. Without the prior written consent of the Pledgee, the Pledgors shall not increase or decrease the registered capital of Domestic Affiliates or agree to increase or decrease the aforementioned registered capital. 3. Without the prior written consent of the Pledgee, the Pledgors shall not agree or procure the separation of Domestic Affiliates or merge with other entities. 4. Without the prior written consent of the Pledgee, the Pledgors shall not dispose or procure the management of Domestic Affiliates to dispose of any assets of Domestic Affiliates, except that Domestic Affiliates may prove that the relevant asset disposal is necessary for its daily business operations and the value of the assets involved in the individual transaction is not more than RMB 500,000. 5. Without the prior written consent of the Pledgee, the Pledgors shall not terminate or procure the management of Domestic Affiliates to terminate any material agreement entered into by Domestic Affiliates, or enter into any other agreement that conflicts with the existing material agreements. The aforementioned “material agreements” refer to a single agreement with a total amount of more than RMB 500,000, or the Cooperation Agreements and/or any agreements similar in nature or content to Cooperation Agreements. 6. without the prior written consent of the Pledgee, the Pledgors shall not procure Domestic Affiliates to enter into transactions that may materially affect the assets, liabilities, business operations, equity structure and other legal rights of Domestic Affiliates (excluding the transaction produced in the normal or daily business processes of Domestic Affiliates and the amount of such single transaction does not exceed RMB 500,000, or has been disclosed to the Pledgee and for which the written consent of the Pledgee has been obtained). 7. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree the Domestic Affiliates to announce the distribution of or actually distribute any distributable profits, or to agree to the foregoing distribution; any profits distribution in violation of the foregoing provisions shall be vested to the Pledgee unconditionally and without compensation, and the Pledgee shall have the right to require to return/pay the full amount to the Pledgors. 8. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to amend its bylaws . 9. Without the prior written consent of the Peldgee, the Pledgors shall not procure or agree to the lending or borrowing of loans by Domestic Affiliates, or to provide guarantees or other forms of security, or to assume any material obligations outside of normal business activities; the aforementioned “material obligations” refer to any obligation under which any Domestic Affiliates is required to pay more than RMB 500,000, or that restricts and/or obstructs the Domestic Affiliates from fulfilling their obligations under the Cooperation Agreements, or restricts and/or prohibits the financial and business operations of the Domestic Affiliates, or that may cause changes in the equity structure of the Domestic Affiliates. 10. It must use its best efforts to procure the Domestic Affiliates to develop their business and guarantee the legal and compliance operations, and will not carry out any actions or omissions that may damage the assets, goodwill or affect the validity of business licenses of the Domestic Affiliates. 11. Before transferring the equities of the Domestic Affiliates to the Domestic Affiliates Equity Purchaser (as defined in the Exclusive Call Option Agreement), all the documents necessary for owning and maintaining the equities of the Domestic Affiliates shall be signed without affecting the Shareholder Rights Entrustment Agreement. 12. In relation to the equity transfer of the Domestic Affiliates to the Domestic Affiliates Equity Purchaser, the Pledgors shall sign all the required documents and take all necessary actions. 13. If fulfillment of the Domestic Affiliates’ obligations under the Cooperation Agreements requires the Pledgors to take any action as the direct and/or indirect equity holder of the Domestic Affiliates, the Pledgors shall take all actions to cooperate with the Domestic Affiliates in fulfilling the obligations stipulated in this Agreement. 14. Within the authority as a direct and/or indirect shareholder of the Domestic Affiliates, without prejudice to the Cooperation Agreements, the Pledgors shall procure the directors appointed by them to exercise all their rights in the Domestic Affiliates in accordance with the provisions of this Agreement, so that the Domestic Affiliates may fulfill their obligations set out in this Agreement; if any director fails to exercise his rights as stated above, such director shall be immediately removed from the board. 15. The Pledgors shall procure the Domestic Affiliates to provide the Pledgee with the financial statements of the previous quarterly calendar of the Domestic Affiliates within the first month of each quarterly calendar, including (but not limited to) the balance sheet, income statement and cash flow statement.

Covenants of the Pledgors. The Pledgors hereby covenants severally and not jointly covenant to the Pledgee as follows: 9.1 1. Without the prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber establish any new pledge or any other security interest entitlement/restriction on the Pledged SharesEquity, and such nor shall they set or allow to set any new pledge or any other security interest over all or part entitlement/restriction on the equities of the Pledged Shares without the aforesaid prior written consent shall be null and voidDomestic Affiliates directly and/or indirectly held by them. 9.2 Unless a 2. Without the prior written notice has been given to the Pledgee and the its prior written consent of the Pledgee has been obtainedconsent, the Pledgors shall not transfer the Pledged Shares Equity, and all attempts of the Pledgors acts proposed to transfer the Pledged Shares shall be null and voidEquity are invalid. The proceeds from a transfer of With or without the Pledged Shares Pledgee’s prior written consent, the corresponding amount acquired by the Pledgors from the third party for transferring the Pledged Equity shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 9.3 3. When any litigationlegal proceedings, arbitration or any other claim arises which may have an adverse effect on the Pledgorsrequest occurs, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgors or Pledgee under the Transaction Agreement Cooperation Agreements or Pledged Equity, the Pledgors covenant that they will notify the Pledgee as soon as possible and in a timely manner, and, in accordance with the Agreement or on reasonable requirements of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights to the Pledged SharesEquity. 4. The Pledgors hereby shall not engage in or permit any behaviors or actions that may adversely affect the Pledgee’s interest under the Cooperation Agreements or the Pledged Equity. The Pledgors waive their the pre-emptive right when the Pledgees exercise its pledgor’s right with respect Pledged Equity is realized by the Pledgee and agree to the Pledged Sharesrelevant equity transfer. 9.5 5. The Pledgors undertakes to take all covenant to, at the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure that the Pledgees may exercise its pledgorPledgee’s right with respect pledge rights to the Pledged SharesEquity and the implementation and exercise of such rights. 9.6 If 6. In the event of any transfer of the Pledged Equity arising from the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Sharesunder this Agreement, the Pledgors undertakes shall undertake to take all necessary measures to effect realize such equity transfer. The Pledgors, as direct and/or indirect rights holders of the Domestic Affiliates, further severally and not jointly covenant the following: 1. From the date of this Agreement, without the prior written consent of the Pledgee, the Pledgors will not sell, assign, transfer or otherwise dispose of the interests of the Domestic Affiliates they directly and/or indirectly hold, and will not set any entitlement on the interests of the Domestic Affiliates they directly and/or indirectly hold at any time from the date of this Agreement; with or without the written consent of the Pledgee, the corresponding amount acquired by the Pledgors from the third party for selling, assigning, transferring or otherwise disposing of the interests of the Domestic Affiliates they directly or indirectly hold shall be owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 2. Without the prior written consent of the Pledgee, the Pledgors shall not increase or decrease the registered capital or capital contribution by organizers of Domestic Affiliates or agree to increase or decrease the aforementioned registered capital or capital contribution by organizers. 3. Without the prior written consent of the Pledgee, the Pledgors shall not agree or procure the separation of Domestic Affiliates or merge with other entities. 4. Without the prior written consent of the Pledgee, the Pledgors shall not dispose or procure the management of Domestic Affiliates to dispose of any assets of Domestic Affiliates, except that Domestic Affiliates may prove that the relevant asset disposal is necessary for its daily business operations and the value of the assets involved in the individual transaction is not more than RMB 500,000. 5. Without the prior written consent of the Pledgee, the Pledgors shall not terminate or procure the management of Domestic Affiliates to terminate any material agreement entered into by Domestic Affiliates, or enter into any other agreement that conflicts with the existing material agreements. The aforementioned “material agreements” refer to a single agreement with a total amount of more than RMB 500,000, or the Cooperation Agreements and/or any agreements similar in nature or content to Cooperation Agreements. 6. without the prior written consent of the Pledgee, the Pledgors shall not procure Domestic Affiliates to enter into transactions that may materially affect the assets, liabilities, business operations, equity structure and other legal rights of Domestic Affiliates (excluding the transaction produced in the normal or daily business processes of Domestic Affiliates and the amount of such single transaction does not exceed RMB 500,000, or has been disclosed to the Pledgee and for which the written consent of the Pledgee has been obtained). 7. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree the Domestic Affiliates to announce the distribution of or actually distribute any distributable profits and/or teaching revenues, or to agree to the foregoing distribution; any profits and/or teaching revenues distribution in violation of the foregoing provisions shall be vested to the Pledgee unconditionally and without compensation, and the Pledgee shall have the right to require to return/pay the full amount to the Pledgors. 8. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to amend its bylaws . 9. Without the prior written consent of the Peldgee, the Pledgors shall not procure or agree to the lending or borrowing of loans by Domestic Affiliates, or to provide guarantees or other forms of security, or to assume any material obligations outside of normal business activities; the aforementioned “material obligations” refer to any obligation under which any Domestic Affiliates is required to pay more than RMB 500,000, or that restricts and/or obstructs the Domestic Affiliates from fulfilling their obligations under the Cooperation Agreements, or restricts and/or prohibits the financial and business operations of the Domestic Affiliates, or that may cause changes in the equity structure of the Domestic Affiliates. 10. It must use its best efforts to procure the Domestic Affiliates to develop their business and guarantee the legal and compliance operations, and will not carry out any actions or omissions that may damage the assets, goodwill or affect the validity of business licenses of the Domestic Affiliates. 11. Before transferring the equities of the Domestic Affiliates to the Domestic Affiliates Equity Purchaser (as defined in the Exclusive Call Option Agreement), all the documents necessary for owning and maintaining the equities of the Domestic Affiliates shall be signed without affecting the Shareholder Rights Entrustment Agreement. 12. In relation to the equity transfer of the Domestic Affiliates to the Domestic Affiliates Equity Purchaser, the Pledgors shall sign all the required documents and take all necessary actions. 13. If fulfillment of the Domestic Affiliates’ obligations under the Cooperation Agreements requires the Pledgors to take any action as the direct and/or indirect equity holder of the Domestic Affiliates, the Pledgors shall take all actions to cooperate with the Domestic Affiliates in fulfilling the obligations stipulated in this Agreement. 14. Within the authority as a direct and/or indirect shareholder of the Domestic Affiliates, without prejudice to the Cooperation Agreements, the Pledgors shall procure the directors or councils appointed by them to exercise all their rights in the Domestic Affiliates in accordance with the provisions of this Agreement, so that the Domestic Affiliates may fulfill their obligations set out in this Agreement; if any director or council fails to exercise his rights as stated above, such director or council shall be immediately removed from the board. 15. The Pledgors shall procure the Domestic Affiliates to provide the Pledgee with the financial statements of the previous quarterly calendar of the Domestic Affiliates within the first month of each quarterly calendar, including (but not limited to) the balance sheet, income statement and cash flow statement.

Covenants of the Pledgors. The Pledgors hereby covenants severally covenant to the Pledgee as follows: 9.1 8.1 In order to realize the purposes of this Agreement, the Pledgors shall submit the application to the relevant industry and commerce registration authority for the Equity Pledge Registration in accordance with Article 2.3, and complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies and any other formalities required by laws and regulations for realization of the arrangement hereunder. 8.2 Without prior written consent of the Pledgee, the Pledgors shall not encumber create or allow others to encumber be created any new pledge or any other security interest encumbrance on the Pledged Shares, and such Pledges. Any pledge or any other security interest over encumbrance created on all or part of the Pledged Shares Pledges without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtainedshall be invalid. 8.3 Without prior written notice to and prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Shares Pledges and all attempts of the Pledgors to contemplated transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first invalid. The proceeds received by the Pledgors from such transfer shall be used to repay for prepayment of the Secured Debts due Indebtedness or delivered to the Pledgee or be deposited with a third party designated agreed with the Pledgee for escrow. Where any of the Pledgors transfers the Pledges held by him/her after obtaining the consent from the Pledgee, the Pledges held by the Pledgeeother Pledgor shall remain governed by this Agreement and unaffected thereby. 9.3 When 8.4 Where any litigationlawsuit, arbitration or any other claim arises occurs, which may have an adverse effect on the Pledgors, the Pledged Shares, or the Pledgee’s interests of the Pledgee under the Transaction Agreements and this Agreement or the AgreementPledges, the Pledgors undertakes to covenant that they shall promptly notify the Pledgee in writing as soon as possible and in a timely mannerpractical and, and in accordance with any upon reasonable requests of request from the Pledgee, to take all necessary measures to protect ensure the Pledgee’s security pledge interests of the Pledgee in the Pledged SharesPledges. 9.4 8.5 The Pledgors shall not engage in take or allow the occurrence of to be taken any conduct or act which may have an adverse effect on the Pledgee’s interests of the Pledgee under the Transaction Agreement Agreements and the this Agreement or on the Pledged Shares. Pledges. 8.6 The Pledgors hereby waive their pre-emptive right when covenant that, upon reasonable request from the Pledgees exercise its pledgor’s right with respect to the Pledged Shares. 9.5 The Pledgors undertakes to Pledgee, they shall take all the necessary measures and to execute all necessary documents (including without limitation but not limited to any a supplementary agreement to the this Agreement), in accordance with reasonable requirements so as to ensure the pledge right and interests of the Pledgee, to ensure that Pledgee in the Pledgees may Pledges and the exercise its pledgor’s right with respect to the Pledged Sharesand realization of such right. 9.6 If 8.7 In the event of any transfer of any Pledges as a result of the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shareshereunder, the Pledgors undertakes to shall take all necessary measures to effect realize such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants each covenant to the Pledgee as follows: 9.1 Without Unless otherwise specified under the Option Agreement, without the Pledgee’s prior written consent of the Pledgeeconsent, the Pledgors shall will not encumber create or allow others permit to encumber be created any new pledge or any other security interest on interests upon the Pledged SharesSecurity Interests, and such any pledge or any other security interest over interests upon all or part of the Pledged Shares Security Interests created without the aforesaid Pledgee’s prior written consent shall be null and void. 9.2 Unless a Without prior written notice has been given to the Pledgee and the prior written consent of from the Pledgee has been obtainedPledgee, the Pledgors shall may not sell, transfer or dispose of the Pledged Shares Equity Interests and all attempts any purported sale, transfer or disposal by the Pledgors of the Pledgors to transfer the Pledged Shares Equity Interests shall be null and void. The proceeds from a the sale, transfer or disposal by the Pledgors of the Pledged Shares by the Pledgors Equity Interests shall first be first used to repay applied towards repaying the Secured Debts due Indebtedness to the Pledgee or shall be deposited with a third party designated by agreed upon with the Pledgee. 9.3 When If there occurs any litigationlawsuit, arbitration or any other claim arises which that may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgors or the Pledgee under the Transaction Agreements Documents and this Agreement or on the AgreementPledged Equity Interests, the Pledgors undertakes to warrant that they shall notify the Pledgee in writing as soon expeditiously as possible and in a timely mannermanner and shall, and in accordance with any at the reasonable requests request of the Pledgee, to take all measures necessary measures to protect ensure the Pledgee’s security pledgee rights and interests of the Pledgee to and in the Pledged SharesEquity Interests. 9.4 The Pledgors shall covenant to complete all registration procedures necessary to extend the business term of the Company within three months prior to the expiry of the Company’s business term such that this Agreement will remain effective. 9.5 The Pledgors may not engage in do or allow the occurrence of permit to be done any conduct acts or act which may actions likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreement Documents and the this Agreement or on the Pledged SharesEquity Interests. The Pledgors hereby will waive their pre-emptive right when rights of first purchase in the Pledgees exercise its pledgor’s right with respect to event the Pledged SharesPledgee realizes the pledge. 9.5 9.6 The Pledgors undertakes to warrant that they will take at the Pledgee’s reasonable request all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement agreements hereto) necessary to ensure the Agreement), in accordance with reasonable requirements pledgee rights and interests of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to Pledgee on the Pledged SharesEquity Interests and the exercise and realization of such rights. 9.6 9.7 If any transfer of the Pledged Equity Interests arises out of the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shareshereunder, the Pledgors undertakes to warrant that they will take all necessary measures to effect such transfer. 9.8 The Pledgors shall ensure that the convening procedures, voting methods and contents of the shareholders’ meetings and the board meetings of the Company convened for the purpose of the execution of this Agreement, the creation of the pledge and the exercise of the pledgee rights will not breach any laws, administrative regulations, the articles of association of the Company or the Transaction Documents.

Covenants of the Pledgors. The 6.1 During the term of this Agreement, the Pledgors hereby covenants to the Pledgee as followsthat it shall: 9.1 Without prior written consent of 6.1.1 Except for the Pledgee, the Pledgors shall not encumber or allow others to encumber any new pledge or any other security interest on the Pledged Shares, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares Equity Interest by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party the person designated by the Pledgee in accordance with the Option Agreement entered into among the Pledgors and the Pledgee. 9.3 When , not transfer or assign the Equity Interests, create or permit to be created any litigation, arbitration pledge or any other claim arises indebtedness which may have an adverse effect on the Pledgors, the Pledged Shares, rights or the interests benefits of the Pledgee without prior written consent from the Pledgee; 6.1.2 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 competent authorities within five (5) Business Days upon receiving such notices, orders or suggestions and comply with such notices, orders or suggestions, or render objection to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee; 6.1.3 Timely notify the Pledgee of any event or any received notice which may affect the Pledgor’s Equity Interest or any part of its right, and any event or any received notice which may change any of the Pledgors’ covenant and obligation under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement; 6.2 The Pledgors agree that the Pledgee’s right to exercise the Pledge under this Agreement shall not be suspended or hampered through legal procedure initiated by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors. 6.3 The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the consulting and service fees under the Transaction Agreements Exclusive Consulting and the Services Agreement, the Pledgors undertakes to notify shall in good faith execute all documents and/or take all actions as reasonably required by the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests order to facilitate the exercise of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests rights and authorization vested in the Pledged SharesPledgee by this Agreement. 9.4 6.4 The Pledgors warrant to the Pledgee that the Pledgors will comply with their obligations under this Agreement. The Pledgors shall not engage in or allow compensate the occurrence of any conduct or act which may have an adverse effect on Pledgee for all the interests losses suffered by the Pledgee due to the failure of the Pledgee under the Transaction Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive in duly performing their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Sharesobligations as set out in this Agreement. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The 5.1 Each of the Pledgors hereby covenants to the Pledgee as followsthat he/she shall: 9.1 Without 5.1.1 neither transfer or assign the Equity Interest, nor create or permit to be created any pledge, lien, charge, mortgage, encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his/her name, other than the Pledge created hereunder and the option granted under the Equity Option Agreement, without the prior written consent from the Pledgee; 5.1.2 comply with and implement all laws and regulations with respect to the pledge, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3 timely notify the Pledgee of any events or any received notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgors’ covenants or obligations under this Agreement or (iii) which may affect the Pledgors’ performance of their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 5.1.4 use any proceeds from transferring any Equity Interest in Beijing Qu Na or selling Beijing Qu Na’s assets to first repay the amount payable to Pledgee under the Loan Agreement and the Services Agreement, and after such repayment is fully made, transfer any remaining proceeds to the Pledgee. In the event that such transfer is prohibited by PRC laws, the Pledgers shall remit such remaining proceeds to Pledgee or to any party designated by Pledgee in a manner permitted under PRC laws. 5.2 The Pledgors covenant that the Pledgee’s right of exercising the rights under this Agreement shall not be suspended or hampered by the Pledgors or successors of the Pledgors or any person authorized by the Pledgors. 5.3 The Pledgors jointly and severally covenant that in order to protect or perfect the security over the Secured Obligations, the Pledgors shall not encumber (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee, and (iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4 The Pledgors agree to promptly make or allow others cause to encumber be made any new pledge permits, filings or registrations, give or cause to be given any notices and take or cause to be taken any other security interest on actions as may be necessary under the Pledged Shareslaws of the PRC, and such pledge or any other security interest over all or part to perfect the Pledge of the Pledged Shares without Collateral, including the aforesaid prior written consent shall be null and voidAIC registration set forth in Section 3.1. 9.2 Unless a prior written notice has been given 5.5 Each Pledgor covenants to the Pledgee that he/she will comply with and perform all the prior written consent of guarantees, covenants, agreements, representations and conditions for the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests benefits of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 . The Pledgors shall not engage in or allow compensate for all the occurrence of any conduct or act which may have an adverse effect on the interests of losses suffered by the Pledgee under the Transaction Agreement and the Agreement for their failure to perform or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Sharesfully perform such guarantees, covenants, agreements, representations or conditions. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The 5.1 Each of the Pledgors hereby covenants to the Pledgee as followsthat he/she shall: 9.1 Without 5.1.1 not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his/her name, other than the Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; 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 competent authority within 5 days upon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3 timely notify the Pledgee of any events or any received notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgors’ covenants or obligations under this Agreement or (iii) which may affect the Pledgors’ performance of their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 5.2 The Pledgors agree that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors. 5.3 The Pledgors jointly and severally covenant to the Pledgee that in order to protect or perfect the security over the Secured Obligations, the Pledgors shall not encumber (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4 The Pledgors agree to promptly make or allow others cause to encumber be made any new pledge filings or records, give or cause to be given any notices and take or cause to be taken any other security interest on actions as may be necessary under the Pledged Shareslaws of the PRC, and such pledge or any other security interest over all or part to perfect the Pledge of the Pledged Shares without Collateral, including the aforesaid prior written consent shall be null and voidAIC registration set forth in Section 3.1. 9.2 Unless a prior written notice has been given 5.5 Each of the Pledgors covenants to the Pledgee that he/she will comply with and perform all the prior written consent of guarantees, covenants, agreements, representations and conditions for the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests benefits of the Pledgee, to take . The Pledgor shall compensate for all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of losses suffered by the Pledgee under the Transaction Agreement and the Agreement for such Pledgor’s failure to perform or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Sharesfully perform his/her guarantees, covenants, agreements, representations or conditions. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The 5.1 Each of the Pledgors hereby covenants to the Pledgee as followsthat he/she shall: 9.1 Without 5.1.1 not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his/her name, other than the Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; 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 competent authority within 5 days upon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3 timely notify the Pledgee of any events or any received notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgors’ covenants or obligations under this Agreement or (iii) which may affect the Pledgors’ performance of their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. Amended and Restated 5.2 The Pledgors agree that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors. 5.3 The Pledgors jointly and severally covenant to the Pledgee that in order to protect or perfect the security over the Secured Obligations, the Pledgors shall not encumber (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4 The Pledgors agree to promptly make or allow others cause to encumber be made any new pledge filings or records, give or cause to be given any notices and take or cause to be taken any other security interest on actions as may be necessary under the Pledged Shareslaws of the PRC, and such pledge or any other security interest over all or part to perfect the Pledge of the Pledged Shares without Collateral, including the aforesaid prior written consent shall be null and voidAIC registration set forth in Section 3.1. 9.2 Unless a prior written notice has been given 5.5 Each of the Pledgors covenants to the Pledgee that he/she will comply with and perform all the prior written consent of guarantees, covenants, agreements, representations and conditions for the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests benefits of the Pledgee, to take . The Pledgor shall compensate for all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of losses suffered by the Pledgee under the Transaction Agreement and the Agreement for such Pledgor’s failure to perform or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Sharesfully perform his/her guarantees, covenants, agreements, representations or conditions. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The Each of the Pledgors hereby covenants to and agrees with the Pledgee Security Trustee for the benefit of the Secured Parties as follows: 9.1 Without prior written consent of the Pledgee, the Pledgors (a) The Pledgor shall not encumber sell, assign, transfer, exchange or allow others to encumber otherwise dispose of, or grant any new pledge or any other security interest on the Pledged Shares, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited option with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgorsrespect to, the Pledged Shares, or except for the interests pledge and security interest granted to the Security Trustee for the benefit of the Pledgee Secured Parties under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Sharesthis Section 12. 9.4 (b) The Pledgors shall not engage create, incur or permit to exist any Liens or options in favor of, or allow the occurrence any claims of any conduct or act which may have an adverse effect on the interests person with respect to, any of the Pledgee under Pledged Shares or any interest therein, except for the Transaction Agreement Permitted Liens. (c) The Pledgor warrants and shall defend or cause to be defended the Agreement or on Security Trustee’s right, title, and security interests in and to the Pledged Shares. The Shares assigned and pledged by the Pledgors hereby waive their pre-emptive right when against the Pledgees exercise its pledgor’s right claims of any person. (d) The Pledgor shall comply in all material respects with all Applicable Law with respect to the Pledged Shareswhich non-compliance would have a Material Adverse Effect. 9.5 (e) The Pledgors undertakes shall cause the Issuer to take all increase its authorized capital stock to cover the necessary measures and to execute all necessary documents (including without limitation to issuance of any supplementary agreement to the Agreement), shares in accordance with reasonable requirements favor of the PledgeePledgors as a result of any subscriptions, options, warrants or other rights to ensure that purchase or acquire such shares by the Pledgees may exercise its pledgor’s right with respect to the Pledged SharesPledgors. 9.6 If any exercise (f) The Pledgor shall notify the corporate secretary of the Relevant Company of the creation of the pledge right hereunder gives rise over the Pledged Shares under this Agreement, cause its annotation in the Relevant Company’s stock and transfer book and any other appropriate corporate books to any transfer reflect the security interest of any the Security Trustee (for the benefit of the Secured Parties) over the Pledged SharesShares and submit proof of such annotation to the Security Trustee, in the form described in item 14 of Schedule III within five Banking Days from the delivery of the Pledged Shares to the Security Agent. (g) Within ten (10) Banking Days from the Issue Date, the Pledgors undertakes relevant Pledgor shall (i) notify the Philippine Amusement and Gaming Corporation of the encumbrance of the shares in the Issuer pursuant to take all necessary measures to effect such transferthe requirement under the Gaming License of the Issuer, and (ii) provide the Facility Agent with a copy of the said notice duly acknowledged as having been received by the Philippine Amusement and Gaming Corporation.

Covenants of the Pledgors. The Pledgors hereby covenants severally covenant to the Pledgee as follows: 9.1 8.1 In order to realize the purposes of this Agreement, the Pledgors shall submit the application to the relevant industry and commerce registration authority for the Equity Pledge Registration in accordance with Article 2.3, and complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies and any other formalities required by laws and regulations for realization of the arrangement hereunder. 8.2 Without prior written consent of the Pledgee, the Pledgors shall not encumber create or allow others to encumber be created any new pledge or any other security interest encumbrance on the Pledged Shares, and such Pledges. Any pledge or any other security interest over encumbrance created on all or part of the Pledged Shares Pledges without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtainedshall be invalid. 8.3 Without prior written notice to and prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Shares Pledges and all attempts of the Pledgors to contemplated transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first invalid. The proceeds received by the Pledgors from such transfer shall be used to repay for prepayment of the Secured Debts due Indebtedness or delivered to the Pledgee or be deposited with a third party designated agreed with the Pledgee for escrow. Where any of the Plegdors transfers the Pledges held by him/her after obtaining the consent from the Pledgee, the Pledges held by the Pledgeeother Pledgor shall remain governed by this Agreement and unaffected thereby. 9.3 When 8.4 Where any litigationlawsuit, arbitration or any other claim arises occurs, which may have an adverse effect on the Pledgors, the Pledged Shares, or the Pledgee’s interests of the Pledgee under the Transaction Agreements and this Agreement or the AgreementPledges, the Pledgors undertakes to covenant that they shall promptly notify the Pledgee Plegdee in writing as soon as possible and in a timely mannerpractical and, and in accordance with any upon reasonable requests of request from the Pledgee, to take all necessary measures to protect ensure the Pledgee’s security pledge interests of the Pledgee in the Pledged SharesPledges. 9.4 8.5 The Pledgors shall not engage in take or allow the occurrence of to be taken any conduct or act which may have an adverse effect on the Pledgee’s interests of the Pledgee under the Transaction Agreement Agreements and the this Agreement or on the Pledged Shares. Pledges. 8.6 The Pledgors hereby waive their pre-emptive right when covenant that, upon reasonable request from the Pledgees exercise its pledgor’s right with respect to the Pledged Shares. 9.5 The Pledgors undertakes to Pledgee, they shall take all the necessary measures and to execute all necessary documents (including without limitation but not limited to any a supplementary agreement to the this Agreement), in accordance with reasonable requirements so as to ensure the pledge right and interests of the Pledgee, to ensure that Pledgee in the Pledgees may Pledges and the exercise its pledgor’s right with respect to the Pledged Sharesand realization of such right. 9.6 If 8.7 In the event of any transfer of any Pledges as a result of the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shareshereunder, the Pledgors undertakes to shall take all necessary measures to effect realize such transfer.

Covenants of the Pledgors. The For the benefit of the Pledgee, the Pledgors hereby make the following covenants to during the Pledgee as followsterm of this Agreement: 9.1 7.1 Without the prior written consent of the Pledgee, the Pledgors shall not encumber transfer or allow others to encumber assign the Equity Interest, create or permit the creation of any new pledge or any other security interest on the Pledged Shares, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises pledges which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements rights and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests benefits of the Pledgee, or cause the shareholders' meetings of the Company to take all necessary measures to protect adopt any resolution allowing a sale, transfer, pledge, or any other manner of disposal of the Pledgee’s Equity Interest, or approving the creation of any other security interests interest in the Pledged SharesProperty. The Equity Interest, however, may be transferred to the Pledgee or any party designated by it in accordance with the Option Agreement. 9.4 7.2 The Pledgors shall not engage in or allow comply with all laws and regulations applicable to the occurrence Pledge. Within five (5) days of the receipt of any conduct notice, order or act which may have an adverse effect on recommendation issued or promulgated by the interests of competent government authorities relating to the Pledgee under Pledge, the Transaction Agreement Pledgors shall deliver such notice, order or recommendation to the Pledgee, and shall comply with the Agreement same, or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right make objections or statements with respect to the Pledged Sharessame upon the Pledgee's reasonable request or with the Pledgee's consent. 9.5 7.3 The Pledgors undertakes to take all shall promptly notify the necessary measures Pledgee of any event or notice received by the Pledgors that may have a material effect on the Pledgee's rights in the Pledged Property or any portion thereof, and to execute all necessary documents (including without limitation shall promptly notify the Pledgee of any change to any supplementary agreement warranty or obligation of the Pledgors hereunder, or of any event or notice received by the Pledgors that may have a material effect to any warranty or obligation of the Agreement)Pledgors hereunder. 7.4 The Pledgors shall ensure that the Company will not create any mortgage, in accordance with reasonable requirements pledge or any other encumbrances on any assets of the Company without prior written consent of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants covenant to the Pledgee as follows: 9.1 1. Without the prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber establish any new pledge or any other security interest encumbrance on the Pledged SharesEquity, and such nor shall they set and/or allow to set any new pledge or any other security interest over all or part encumbrances/restrictions on the equities of the Pledged Shares without the aforesaid prior written consent shall be null and voidDomestic Affiliates directly and/or indirectly held by them. 9.2 Unless a 2. Without the prior written notice has been given to the Pledgee and the its prior written consent of the Pledgee has been obtainedconsent, the Pledgors shall not transfer the Pledged Shares Equity, and all attempts of the Pledgors acts proposed to transfer the Pledged Shares shall be null and voidEquity are invalid. The proceeds from a transfer of With or without the Pledged Shares Pledgee’s prior written consent, the corresponding amount acquired by the Pledgors from the third party for transferring the Pledged Equity shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 9.3 3. When any litigationlegal proceedings, arbitration or any other claim arises which may have an adverse effect on the Pledgorsrequest occurs, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgors or Pledgee under the Transaction Agreement Contractual Agreements or Pledged Equity, the Pledgors covenant that they will notify the Pledgee as soon as possible and in a timely manner, and, in accordance with the Agreement or on reasonable requirements of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights to the Pledged SharesEquity. 4. The Pledgors hereby shall not engage in or permit any behaviors or actions that may adversely affect the Pledgee’s interest under the Contractual Agreements or the Pledged Equity. The Pledgors waive their the pre-emptive right when the Pledgees exercise its pledgor’s right with respect Pledged Equity is realized by the Pledgee and agree to the Pledged Sharesrelevant equity transfer. 9.5 5. The Pledgors undertakes to take all covenant to, at the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure that the Pledgees may exercise its pledgorPledgee’s right with respect pledge rights to the Pledged SharesEquity and the implementation and exercise of such rights. 9.6 If 6. In the event of any transfer of the Pledged Equity arising from the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Sharesunder this Agreement, the Pledgors undertakes shall undertake to take all necessary measures to effect realize such equity transfer. The Pledgors, as direct and/or indirect rights holders of Domestic Affiliates, further covenant the following: 1. From the date of this Agreement, without the prior written consent of the Pledgee, the Pledgors will not sell, assign, transfer or otherwise dispose of the interests of Domestic Affiliates they directly and/or indirectly hold, and will not set any encumbrance on the interests of Domestic Affiliates they directly and/or indirectly hold at any time from the date of this Agreement; with or without the written consent of the Pledgee, the corresponding amount acquired by the Pledgors from the third party for selling, assigning, transferring or otherwise disposing of the interests of Domestic Affiliates they directly and/or indirectly hold shall be owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 2. Without the prior written consent of the Pledgee, the Pledgors shall not increase or decrease the registered capital and the sponsor’s capital contribution of Domestic Affiliates or agree to increase or decrease the aforementioned registered capital and the sponsor’s capital contribution. 3. Without the prior written consent of the Pledgee, the Pledgors shall not agree or procure the separation of Domestic Affiliates or merge with other entities. 4. Without the prior written consent of the Pledgee, the Pledgors shall not dispose or procure the management of Domestic Affiliates to dispose of any assets of Domestic Affiliates, except that Domestic Affiliates may prove that the relevant asset disposal is necessary for its daily business operations, the value of the assets involved in the individual transaction does not exceed RMB 100,000, and the total amount does not exceed RMB 300,000 within one year. 5. Without the prior written consent of the Pledgee, the Pledgors shall not terminate or procure the management of Domestic Affiliates to terminate any material agreement entered into by Domestic Affiliates, or enter into any other agreement that conflicts with the existing material agreements. The aforementioned “material agreements” refer to a single agreement with a total amount of more than RMB 100,000, a series of agreements with a total amount of more than RMB 300,000 within one year, or the Contractual Agreements and/or any agreements similar in nature or content to Contractual Agreements. 6. Without the prior written consent of the Pledgee, the Pledgors shall not procure Domestic Affiliates to enter into transactions that may materially affect the assets, liabilities, business operations, equity structure and other legal rights of Domestic Affiliates (excluding the transaction produced in the normal or daily business processes of Domestic Affiliates and the amount of such single transaction does not exceed RMB 100,000 and the total amount does not exceed RMB 300,000 within one year, or has been disclosed to the Pledgee and for which the written consent of the Pledgee has been obtained). 7. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to announce the distribution of or actually distribute any distributable profits and/or reasonable return, or to agree to the foregoing distribution; any profits distribution and/or reasonable return in violation of the foregoing provisions shall be vested to the Pledgee from the beginning unconditionally and without compensation, and the Pledgee shall have the right to require to return/pay the full amount to the Pledgors. 8. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to amend their articles of association. 9. Without the prior written consent of the Peldgee, the Pledgors shall ensure that no Domestic Affiliates lend or borrow loans, or to provide guarantees or other forms of security, or to assume any material obligations outside of normal business activities; the aforementioned “material obligations” refer to any obligation under which any Domestic Affiliates is required to pay more than RMB 100,000, or the total amount more than RMB 300,000 within one year , or that restricts and/or obstructs Domestic Affiliates from fulfilling their obligations under the Contractual Agreements, or restricts and/or prohibits the financial and business operations of Domestic Affiliates, or that may cause changes in the equity structure of Domestic Affiliates. 10. It must use its best efforts to procure Domestic Affiliates to develop their business and guarantee the legal and compliance operations, and will not carry out any actions or omissions that may damage the assets, goodwill or affect the validity of business licenses of Domestic Affiliates. 11. Before transferring the equities of Domestic Affiliates to Domestic Affiliates Equity Purchaser (as defined in the Exclusive Call Option Agreement), all the documents necessary for owning and maintaining the equities of Domestic Affiliates shall be signed without affecting the Proxy Agreement for Shareholders and the Proxy Agreement for School’s Sponsors and Directors. 12. In relation to the equity transfer of Domestic Affiliates to Domestic Affiliates Equity Purchaser, the Pledgors shall sign all the required documents and take all necessary actions. 13. If fulfillment of Domestic Affiliates’ obligations under the Contractual Agreements requires the Pledgors to take any action as the direct and/or indirect equity holder of Domestic Affiliates, the Pledgors shall take all actions to cooperate with Domestic Affiliates in fulfilling the obligations stipulated in this Agreement. 14. Within the authority as a direct and/or indirect shareholder of Domestic Affiliates, without prejudice to the Contractual Agreements, the Pledgors shall procure the directors appointed by them to exercise all their rights in Domestic Affiliates in accordance with the provisions of this Agreement, so that Domestic Affiliates may fulfill their obligations set out in this Agreement; if any director fails to exercise his rights as stated above, such director shall be immediately removed from the board. 15. The Pledgors shall provide the Pledgee with the financial statements of the previous quarterly calendar of Domestic Affiliates within the first month of each quarterly calendar, including (but not limited to) the balance sheet, income statement and cash flow statement.

Covenants of the Pledgors. The Each of the Pledgors hereby covenants to the Pledgee as follows: 9.1 Without prior written consent of the Pledgee, none of the Pledgors shall not encumber may create or allow others to encumber creation of any new pledge or any other security interest on upon the Pledged SharesEquity Interests and, and if any of the Pledgors fails to do so, such new pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall will be null and void. 9.2 Unless a Without prior written notice has been given to and consent from the Pledgee and the prior written consent Pledgee, none of the Pledgee has been obtained, the Pledgors shall not may transfer the Pledged Shares and all attempts Equity Interests and, if any of the Pledgors fails to do so, such transfer the Pledged Shares shall will be null and void. The If any of the Pledgors receives prior written consent from the Pledgee to transfer the Pledged Equity Interests, the proceeds from a such transfer of the Pledged Shares by the Pledgors shall will be first firstly used to repay discharge the Secured Debts due to the Pledgee Liabilities or be deposited with a transferred to any third party designated by upon agreement between the Pledgors and the Pledgee. 9.3 When Upon occurrence of any litigationlawsuits, arbitration arbitrations or any other claim arises claims which may have an adverse effect on the Pledgors, the Pledged Shares, or upon the interests of the Pledgors or the Pledgee under the Transaction Transactional Agreements and this Agreement or the AgreementPledged Equity Interests, the Pledgors undertakes to notify the Pledgee promptly in writing as soon as possible and in a timely mannerand, and in accordance with any at the reasonable requests request of the Pledgee, to take all actions necessary measures to protect safeguard the Pledgee’s security interests in of the Pledgee upon the Pledged SharesEquity Interests. 9.4 The Pledgors shall not engage in undertake to complete the registration procedures necessary to extend the term of the Company within three months prior to the expiration of such term, so as to maintain the force and effect of this Agreement. 9.5 None of the Pledgors may take or allow the occurrence of any conduct acts or act activities which may have an adverse effect on upon the interests of the Pledgors or the Pledgee under the Transaction Transactional Agreements and this Agreement or the Pledged Equity Interests. Each of the Pledgors will waive his/her right of first refusal upon perfection of the pledge by the Pledgee. 9.6 The Pledgors will make best efforts and take all actions necessary to register the Equity Interests Pledge under this Agreement with competent industrial and commercial authority immediately after the execution of this Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Shares. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement)undertake, in accordance with at reasonable requirements request of the Pledgee, to take all actions and sign all documents, including without limitation to this Agreement, necessary to ensure that exercise and perfection of the Pledgees may exercise its pledgor’s right with respect to rights and interests upon the Pledged SharesEquity Interests by the Pledgee. 9.6 If any exercise of the pledge right hereunder gives rise 9.7 The Pledgors undertake to take all actions necessary to perfect any transfer of the Pledged Equity Interests as a result of the exercise of any Pledged Sharespledged interests under this Agreement and, if the Pledgors undertakes Pledgee or any of its designated persons so desires, to take all actions necessary measures to effect cause the Pledged Equity Interests transferred to the Pledgee or such transferdesignated person. 9.8 The Pledgors covenants that none of procedures or means to convene and vote at any meeting of the shareholders or board of directors of the Company for purpose of signing this Agreement, creating or exercising the pledge under this Agreement is in violation of any laws, administrative rules or the articles of association of the Company.

Covenants of the Pledgors. 6.1 The Pledgors hereby covenants covenant to the Pledgee as followsthat, during the term of this Agreement, the Pledgors shall: 9.1 Without 6.1.1 not transfer the equity interest, create or permit the existence of any pledge or other form of security thereon that may have an impact on the rights or interests of the Pledgee, without the prior written consent of the Pledgee, except for the Pledgors shall not encumber or allow others to encumber any new pledge or any other security interest on the Pledged Shares, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due equity interest to the Pledgee or a person designated by the Pledgee pursuant to the Exclusive Purchase Right Contract entered into by the Pledgors, Pledgee and the Company on August 28, 2009; 6.1.2 comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or prepared by the relevant competent authorities regarding the Pledge, shall present such notice, order or recommendation to the Pledgee, and shall comply with such notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon the Pledgee’s reasonable request or with the consent of the Pledgee; 6.1.3 promptly notify the Pledgee of any event or notice received thereby that may have an impact on the Pledgors’ equity interest or any portion thereof, as well as any event or notice received thereby that may change any warranty and other obligation of the Pledgors hereunder or affect the Pledgors’ performance of their obligations hereunder. 6.2 The Pledgors agree that the rights acquired by the Pledgee in accordance with this Agreement with respect to the Pledge shall not be deposited interrupted or harmed by the Pledgors or any successors thereof or any person authorized thereby or any other person through any legal proceeding. 6.3 To protect or perfect the security hereunder for payment of the consulting service fees under the Service Agreement, the Pledgors hereby undertakes to the Pledgee that it shall execute in good faith and cause other parties who have an interest in the Pledge to execute all title certificates and deeds and/or take and cause other parties who have an interest in the Pledge to take action as required by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted thereto by this Agreement, enter into all relevant documents regarding ownership of equity interest with the Pledgee or its designee(s) (natural person/legal person), and provide the Pledgee within a third party designated reasonable time with all notices, orders and decisions regarding the Pledge as deemed necessary by the Pledgee. 9.3 When 6.4 The Pledgors hereby undertake to the Pledgee that the Pledgors shall comply with and perform all warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee. In the event of any litigation, arbitration failure to perform or any other claim arises which may have an adverse effect on the Pledgorspartial performance of such warranties, the Pledged Sharescovenants, or the interests of the Pledgee under the Transaction Agreements agreements, representations and the Agreementconditions, the Pledgors shall indemnify for all losses suffered by the Pledgee resulting therefrom. 6.5 The Pledgors hereby undertakes to notify the Pledgee in writing as soon as possible that the Pledgors shall be jointly and in a timely manner, and in accordance with severally liable for the obligations hereunder. 6.6 The Pledgors hereby irrevocably agree to waive any reasonable requests right of the Pledgee, first refusal to take all necessary measures to protect any transfer of equity interest resulting from the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests exercise of the Pledgee under the Transaction Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right Pledge with respect to the Pledged Shares. 9.5 The Pledgors undertakes to take all Equity Interest pledged as security by any other shareholders of the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement Company to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants covenant to the Pledgee as follows: 9.1 1. Without the prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber establish any new pledge or any other security interest encumbrance on the Pledged SharesEquity, and such nor shall they set and/or allow to set any new pledge or any other security interest over all or part encumbrances/restrictions on the equities of the Pledged Shares without the aforesaid prior written consent shall be null and voidDomestic Affiliates directly and/or indirectly held by them. 9.2 Unless a 2. Without the prior written notice has been given to the Pledgee and the its prior written consent of the Pledgee has been obtainedconsent, the Pledgors shall not transfer the Pledged Shares Equity, and all attempts of the Pledgors acts proposed to transfer the Pledged Shares shall be null and voidEquity are invalid. The proceeds from a transfer of With or without the Pledged Shares Pledgee’s prior written consent, the corresponding amount acquired by the Pledgors from the third party for transferring the Pledged Equity shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 9.3 3. When any litigationlegal proceedings, arbitration or any other claim arises which may have an adverse effect on the Pledgorsrequest occurs, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgors or Pledgee under the Transaction Agreement Contractual Agreements or Pledged Equity, the Pledgors covenant that they will notify the Pledgee as soon as possible and in a timely manner, and, in accordance with the Agreement or on reasonable requirements of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights to the Pledged SharesEquity. 4. The Pledgors hereby shall not engage in or permit any behaviors or actions that may adversely affect the Pledgee’s interest under the Contractual Agreements or the Pledged Equity. The Pledgors waive their the pre-emptive right when the Pledgees exercise its pledgor’s right with respect Pledged Equity is realized by the Pledgee and agree to the Pledged Sharesrelevant equity transfer. 9.5 5. The Pledgors undertakes to take all covenant to, at the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure that the Pledgees may exercise its pledgorPledgee’s right with respect pledge rights to the Pledged SharesEquity and the implementation and exercise of such rights. 9.6 If 6. In the event of any transfer of the Pledged Equity arising from the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Sharesunder this Agreement, the Pledgors undertakes shall undertake to take all necessary measures to effect realize such equity transfer. The Pledgors, as direct and/or indirect rights holders of Domestic Affiliates, from Effective Date of this Agreement, further covenant the following: 1. Without the prior written consent of the Pledgee, the Pledgors will not sell, assign, transfer or otherwise dispose of the interests of Domestic Affiliates they directly and/or indirectly hold, and will not set any encumbrance on the interests of Domestic Affiliates they directly and/or indirectly hold at any time from Effective Date of this Agreement; with or without the written consent of the Pledgee, the corresponding amount acquired by the Pledgors from the third party for selling, assigning, transferring or otherwise disposing of the interests of Domestic Affiliates they directly and/or indirectly hold shall be owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 2. Without the prior written consent of the Pledgee, the Pledgors shall not increase or decrease the registered capital and the sponsor's capital contribution of Domestic Affiliates or agree to increase or decrease the aforementioned registered capital and the sponsor’s capital contribution. 3. Without the prior written consent of the Pledgee, the Pledgors shall not agree or procure the separation of Domestic Affiliates or merge with other entities. 4. Without the prior written consent of the Pledgee, the Pledgors shall not dispose or procure the management of Domestic Affiliates to dispose of any assets of Domestic Affiliates, except that Domestic Affiliates may prove that the relevant asset disposal is necessary for its daily business operations, the value of the assets involved in the individual transaction does not exceed RMB 100,000, and the total amount does not exceed RMB 300,000 within one year. 5. Without the prior written consent of the Pledgee, the Pledgors shall not terminate or procure the management of Domestic Affiliates to terminate any material agreement entered into by Domestic Affiliates, or enter into any other agreement that conflicts with the existing material agreements. The aforementioned “material agreements” refer to a single agreement with a total amount of more than RMB 100,000, a series of agreements with a total amount of more than RMB 300,000 within one year, or the Contractual Agreements and/or any agreements similar in nature or content to Contractual Agreements. 6. Without the prior written consent of the Pledgee, the Pledgors shall not procure Domestic Affiliates to enter into transactions that may materially affect the assets, liabilities, business operations, equity structure and other legal rights of Domestic Affiliates (excluding the transaction produced in the normal or daily business processes of Domestic Affiliates and the amount of such single transaction does not exceed RMB 100,000 and the total amount does not exceed RMB 300,000 within one year, or has been disclosed to the Pledgee and for which the written consent of the Pledgee has been obtained). 7. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to announce the distribution of or actually distribute any distributable profits and/or reasonable return, or to agree to the foregoing distribution; any profits distribution and/or reasonable return in violation of the foregoing provisions shall be vested to the Pledgee from the beginning unconditionally and without compensation, and the Pledgee shall have the right to require to return/pay the full amount to the Pledgors. 8. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to amend their articles of association. 9. Without the prior written consent of the Peldgee, the Pledgors shall ensure that no Domestic Affiliates lend or borrow loans, or to provide guarantees or other forms of security, or to assume any material obligations outside of normal business activities; the aforementioned “material obligations” refer to any obligation under which any Domestic Affiliates is required to pay more than RMB 100,000, or the total amount more than RMB 300,000 within one year , or that restricts and/or obstructs Domestic Affiliates from fulfilling their obligations under the Contractual Agreements, or restricts and/or prohibits the financial and business operations of Domestic Affiliates, or that may cause changes in the equity structure of Domestic Affiliates. 10. It must use its best efforts to procure Domestic Affiliates to develop their business and guarantee the legal and compliance operations, and will not carry out any actions or omissions that may damage the assets, goodwill or affect the validity of business licenses of Domestic Affiliates. 11. Before transferring the equities of Domestic Affiliates to Domestic Affiliates Equity Purchaser (as defined in the Exclusive Call Option Agreement), all the documents necessary for owning and maintaining the equities of Domestic Affiliates shall be signed without affecting the Proxy Agreement for Shareholders and the Proxy Agreement for School’s Sponsors and Council Members. 12. In relation to the equity transfer of Domestic Affiliates to Domestic Affiliates Equity Purchaser, the Pledgors shall sign all the required documents and take all necessary actions. 13. If fulfillment of Domestic Affiliates’ obligations under the Contractual Agreements requires the Pledgors to take any action as the direct and/or indirect equity holder of Domestic Affiliates, the Pledgors shall take all actions to cooperate with Domestic Affiliates in fulfilling the obligations stipulated in this Agreement. 14. Within the authority as a direct and/or indirect shareholder of Domestic Affiliates, without prejudice to the Contractual Agreements, the Pledgors shall procure the directors/Council Members appointed by them to exercise all their rights in Domestic Affiliates in accordance with the provisions of this Agreement, so that Domestic Affiliates may fulfill their obligations set out in this Agreement; if any director/Council Members fails to exercise his rights as stated above, such director/Council Members shall be immediately removed from the board. 15. The Pledgors shall provide the Pledgee with the financial statements of the previous quarterly calendar of Domestic Affiliates within the first month of each quarterly calendar, including (but not limited to) the balance sheet, income statement and cash flow statement.

Covenants of the Pledgors. The Pledgors hereby covenants severally covenant to the Pledgee as follows: 9.1 8.1 In order to realize the purposes of this Agreement, the Pledgors shall submit the application to the relevant industry and commerce registration authority for the Equity Pledge Registration in accordance with Article 2.3, and complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies and any other formalities required by laws and regulations for realization of the arrangement hereunder. 8.2 Without prior written consent of the Pledgee, the Pledgors shall not encumber create or allow others to encumber be created any new pledge or any other security interest encumbrance on the Pledged Shares, and such Pledges. Any pledge or any other security interest over encumbrance created on all or part of the Pledged Shares Pledges without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtainedshall be invalid. 8.3 Without prior written notice to and prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Shares Pledges and all attempts of the Pledgors to contemplated transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first invalid. The proceeds received by the Pledgors from such transfer shall be used to repay for prepayment of the Secured Debts due Indebtedness or delivered to the Pledgee or be deposited with a third party designated agreed with the Pledgee for escrow. Where any of the Pledgors transfers the Pledges held by him/her after obtaining the consent from the Pledgee, the Pledges held by the Pledgeeother Pledgor shall remain governed by this Agreement and unaffected thereby. 9.3 When 8.4 Where any litigationlawsuit, arbitration or any other claim arises occurs, which may have an adverse effect on the Pledgors, the Pledged Shares, or the Pledgee’s interests of the Pledgee under the Transaction Agreements and this Agreement or the AgreementPledges, the Pledgors undertakes to covenant that they shall promptly notify the Pledgee in writing as soon as possible and in a timely mannerpractical and, and in accordance with any upon reasonable requests of request from the Pledgee, to take all necessary measures to protect ensure the Pledgee’s security pledge interests of the Pledgee in the Pledged SharesPledges. 9.4 8.5 The Pledgors shall not engage in take or allow the occurrence of to be taken any conduct or act which may have an adverse effect on the Pledgee’s interests of the Pledgee under the Transaction Agreement Agreements and the this Agreement or on the Pledged Shares. Pledges. 8.6 The Pledgors hereby waive their pre-emptive right when covenant that, upon reasonable request from the Pledgees exercise its pledgor’s right with respect to the Pledged Shares. 9.5 The Pledgors undertakes to Pledgee, they shall take all the necessary measures and to execute all necessary documents (including without limitation but not limited to any a supplementary agreement to the this Agreement), in accordance with reasonable requirements so as to ensure the pledge right and interests of the Pledgee, to ensure that Pledgee in the Pledgees may Pledges and the exercise its pledgor’s right with respect to the Pledged Sharesand realization of such right. 9.6 If 8.7 In the event of any transfer of any Pledges as a result of the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shareshereunder, the Pledgors undertakes to shall take all necessary measures to effect realize such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants covenant to the Pledgee as follows: 9.1 1. Without the prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber establish any new pledge or any other security interest encumbrance on the Pledged SharesEquity, and such nor shall they set and/or allow to set any new pledge or any other security interest over all or part encumbrances/restrictions on the equities of the Pledged Shares without the aforesaid prior written consent shall be null and voidDomestic Affiliates directly and/or indirectly held by them. 9.2 Unless a 2. Without the prior written notice has been given to the Pledgee and the its prior written consent of the Pledgee has been obtainedconsent, the Pledgors shall not transfer the Pledged Shares Equity, and all attempts of the Pledgors acts proposed to transfer the Pledged Shares shall be null and voidEquity are invalid. The proceeds from a transfer of With or without the Pledged Shares Pledgee’s prior written consent, the corresponding amount acquired by the Pledgors from the third party for transferring the Pledged Equity shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 9.3 3. When any litigationlegal proceedings, arbitration or any other claim arises which may have an adverse effect on the Pledgorsrequest occurs, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgors or Pledgee under the Transaction Agreement Contractual Agreements or Pledged Equity, the Pledgors covenant that they will notify the Pledgee as soon as possible and in a timely manner, and, in accordance with the Agreement or on reasonable requirements of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights to the Pledged SharesEquity. 4. The Pledgors hereby shall not engage in or permit any behaviors or actions that may adversely affect the Pledgee’s interest under the Contractual Agreements or the Pledged Equity. The Pledgors waive their the pre-emptive right when the Pledgees exercise its pledgor’s right with respect Pledged Equity is realized by the Pledgee and agree to the Pledged Sharesrelevant equity transfer. 9.5 5. The Pledgors undertakes to take all covenant to, at the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure that the Pledgees may exercise its pledgorPledgee’s right with respect pledge rights to the Pledged SharesEquity and the implementation and exercise of such rights. 9.6 If 6. In the event of any transfer of the Pledged Equity arising from the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Sharesunder this Agreement, the Pledgors undertakes shall undertake to take all necessary measures to effect realize such equity transfer. The Pledgors, as direct and/or indirect rights holders of Domestic Affiliates, from Effective Date of this Agreement, further covenant the following: 1. Without the prior written consent of the Pledgee, the Pledgors will not sell, assign, transfer or otherwise dispose of the interests of Domestic Affiliates they directly and/or indirectly hold, and will not set any encumbrance on the interests of Domestic Affiliates they directly and/or indirectly hold at any time from Effective Date of this Agreement; with or without the written consent of the Pledgee, the corresponding amount acquired by the Pledgors from the third party for selling, assigning, transferring or otherwise disposing of the interests of Domestic Affiliates they directly and/or indirectly hold shall be owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 2. Without the prior written consent of the Pledgee, the Pledgors shall not increase or decrease the registered capital and the sponsor’s capital contribution of Domestic Affiliates or agree to increase or decrease the aforementioned registered capital and the sponsor’s capital contribution. 3. Without the prior written consent of the Pledgee, the Pledgors shall not agree or procure the separation of Domestic Affiliates or merge with other entities. 4. Without the prior written consent of the Pledgee, the Pledgors shall not dispose or procure the management of Domestic Affiliates to dispose of any assets of Domestic Affiliates, except that Domestic Affiliates may prove that the relevant asset disposal is necessary for its daily business operations, the value of the assets involved in the individual transaction does not exceed RMB 100,000, and the total amount does not exceed RMB 300,000 within one year. 5. Without the prior written consent of the Pledgee, the Pledgors shall not terminate or procure the management of Domestic Affiliates to terminate any material agreement entered into by Domestic Affiliates, or enter into any other agreement that conflicts with the existing material agreements. The aforementioned “material agreements” refer to a single agreement with a total amount of more than RMB 100,000, a series of agreements with a total amount of more than RMB 300,000 within one year, or the Contractual Agreements and/or any agreements similar in nature or content to Contractual Agreements. 6. Without the prior written consent of the Pledgee, the Pledgors shall not procure Domestic Affiliates to enter into transactions that may materially affect the assets, liabilities, business operations, equity structure and other legal rights of Domestic Affiliates (excluding the transaction produced in the normal or daily business processes of Domestic Affiliates and the amount of such single transaction does not exceed RMB 100,000 and the total amount does not exceed RMB 300,000 within one year, or has been disclosed to the Pledgee and for which the written consent of the Pledgee has been obtained). 7. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to announce the distribution of or actually distribute any distributable profits and/or reasonable return, or to agree to the foregoing distribution; any profits distribution and/or reasonable return in violation of the foregoing provisions shall be vested to the Pledgee from the beginning unconditionally and without compensation, and the Pledgee shall have the right to require to return/pay the full amount to the Pledgors. 8. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to amend their articles of association. 9. Without the prior written consent of the Peldgee, the Pledgors shall ensure that no Domestic Affiliates lend or borrow loans, or to provide guarantees or other forms of security, or to assume any material obligations outside of normal business activities; the aforementioned “material obligations” refer to any obligation under which any Domestic Affiliates is required to pay more than RMB 100,000, or the total amount more than RMB 300,000 within one year , or that restricts and/or obstructs Domestic Affiliates from fulfilling their obligations under the Contractual Agreements, or restricts and/or prohibits the financial and business operations of Domestic Affiliates, or that may cause changes in the equity structure of Domestic Affiliates. 10. It must use its best efforts to procure Domestic Affiliates to develop their business and guarantee the legal and compliance operations, and will not carry out any actions or omissions that may damage the assets, goodwill or affect the validity of business licenses of Domestic Affiliates. 11. Before transferring the equities of Domestic Affiliates to Domestic Affiliates Equity Purchaser (as defined in the Exclusive Call Option Agreement), all the documents necessary for owning and maintaining the equities of Domestic Affiliates shall be signed without affecting the Proxy Agreement for Shareholders and the Proxy Agreement for School’s Sponsors and Council Members. 12. In relation to the equity transfer of Domestic Affiliates to Domestic Affiliates Equity Purchaser, the Pledgors shall sign all the required documents and take all necessary actions. 13. If fulfillment of Domestic Affiliates’ obligations under the Contractual Agreements requires the Pledgors to take any action as the direct and/or indirect equity holder of Domestic Affiliates, the Pledgors shall take all actions to cooperate with Domestic Affiliates in fulfilling the obligations stipulated in this Agreement. 14. Within the authority as a direct and/or indirect shareholder of Domestic Affiliates, without prejudice to the Contractual Agreements, the Pledgors shall procure the directors/Council Members appointed by them to exercise all their rights in Domestic Affiliates in accordance with the provisions of this Agreement, so that Domestic Affiliates may fulfill their obligations set out in this Agreement; if any director/Council Members fails to exercise his rights as stated above, such director/Council Members shall be immediately removed from the board. 15. The Pledgors shall provide the Pledgee with the financial statements of the previous quarterly calendar of Domestic Affiliates within the first month of each quarterly calendar, including (but not limited to) the balance sheet, income statement and cash flow statement.

Covenants of the Pledgors. 6.1 The Pledgors hereby covenants covenant to the Pledgee as followsthat, during the term of this Agreement, the Pledgors shall: 9.1 Without 6.1.1 not transfer the equity interest, create or permit the existence of any pledge or other form of security thereon that may have an impact on the rights or interests of the Pledgee, without the prior written consent of the Pledgee, except for the Pledgors shall not encumber or allow others to encumber any new pledge or any other security interest on the Pledged Shares, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due equity interest to the Pledgee or a person designated by the Pledgee pursuant to the Exclusive Purchase Right Contract entered into by the Pledgors, Pledgee and the Company on August 28, 2009; 6.1.2 comply with and implement the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or prepared by the 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 submit objections and representations with respect to the aforementioned matters upon the Pledgee’s reasonable request or with the consent of the Pledgee; 6.1.3 promptly notify the Pledgee of any event or notice received thereby that may have an impact on the Pledgors’ equity interest or any portion thereof, as well as any event or notice received thereby that may change any warranty or obligation of the Pledgors hereunder or affect the Pledgors’ performance of their obligations hereunder. 6.2 The Pledgors agree that, any exercise by the Pledgee of the rights acquired thereby in accordance with this Agreement with respect to the Pledge shall not be deposited interrupted or harmed by the Pledgors or any successors thereof or any person authorized thereby or any other person through any legal proceeding. 6.3 To protect or perfect the security hereunder for payment of the consulting service fees under the Service Agreement, the Pledgors hereby undertake to the Pledgee that the Pledgors shall execute in good faith and cause other parties who have an interest in the Pledge to execute all title certificates and deeds and/or take and cause other parties who have an interest in the Pledge to take action as required by the Pledgee, facilitate the exercise by the Pledgee of the rights and authority granted thereto by this Agreement, enter into all relevant documents regarding ownership of equity interest with the Pledgee or its designee(s) (natural person/legal person), and provide the Pledgee within a third party designated reasonable time with all notices, orders and decisions regarding the Pledge as deemed necessary by the Pledgee. 9.3 When 6.4 The Pledgors hereby undertake to the Pledgee that the Pledgors shall comply with and perform all warranties, covenants, agreements, representations and conditions for the benefit of the Pledgee. In the event of any litigation, arbitration failure to perform or any other claim arises which may have an adverse effect on partial performance of such warranties, covenants, agreements, representations and conditions by the Pledgors, the Pledged Shares, or the interests of Pledgors shall indemnify for all losses suffered by the Pledgee under resulting therefrom. 6.5 The Pledgors hereby undertake to the Transaction Agreements and the Agreement, Pledgee that the Pledgors undertakes shall be jointly and severally liable for the obligations hereunder. 6.6 The Pledgors hereby irrevocably agree to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with waive any reasonable requests right of the Pledgee, first refusal to take all necessary measures to protect any transfer of equity interest resulting from the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests exercise of the Pledgee under the Transaction Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right Pledge with respect to the Pledged Shares. 9.5 The Pledgors undertakes to take all equity interest pledged as security by any other shareholders of the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement Company to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants covenant to the Pledgee as follows: 9.1 8.1 In order to realize the purposes of this Agreement, the Pledgors shall submit the application to the relevant industry and commerce registration authority for the Equity Pledge Registration in accordance with Article 2.3, and complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies and any other formalities required by laws and regulations for realization of the arrangement hereunder. 8.2 Without prior written consent of the Pledgee, the Pledgors shall not encumber create or allow others to encumber be created any new pledge or any other security interest encumbrance on the Pledged Shares, and such Pledges. Any pledge or any other security interest over encumbrance created on all or part of the Pledged Shares Pledges without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given to the Pledgee and the prior written consent of the Pledgee has been obtainedshall be invalid. 8.3 Without prior written notice to and prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Shares Pledges and all attempts of the Pledgors to contemplated transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first invalid. The proceeds received by the Pledgors from such transfer shall be used to repay for prepayment of the Secured Debts due Indebtedness or delivered to the Pledgee or be deposited with a third party designated by agreed with the PledgeePledgee for escrow. 9.3 When 8.4 Where any litigationlawsuit, arbitration or any other claim arises occurs, which may have an adverse effect on the Pledgors, the Pledged Shares, or the Pledgee’s interests of the Pledgee under the Transaction Agreements and or this Agreement or the AgreementPledges, the Pledgors undertakes to covenant that they shall promptly notify the Pledgee in writing as soon as possible practical and, upon reasonable request from the Pledgee, take all necessary measures to ensure the pledge interests of the Pledgee in the Pledges. 8.5 The Pledgors shall not use the Pledge to take or allow to be taken by others any conduct or event which may violate laws or this Agreement. 8.6 The Pledgors further agree that, the rights acquired by the Pledgees hereunder shall not be interrupted or impaired by the Pledgors, any successor or representative of the Pledgors, or any other persons through legal proceedings. 8.7 The Pledgors shall not take or allow to be taken any conduct or act which may have adverse effect on the Pledgee’s interests under the Transaction Agreements and in a timely mannerthis Agreement or the Pledges. 8.8 The Pledgors hereby covenant to comply with and perform any guarantees, covenants, agreements, representations or conditions under the Transaction Agreements and in accordance with any this Agreement. If the Pledgors do not perform or fully perform such guarantees, covenants, agreements, representations or conditions, the Peldgors shall indemnify all the losses suffered therefrom by the Peldgee. 8.9 The Pledgors covenant and will covenant to drive the other interested Parties, upon reasonable requests of request from the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgee under the Transaction Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Shares. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation but not limited to supplementary agreements to this Agreement, any supplementary agreement certificate of rights and contracts) and to facilitate the exercise of the rights and authorities granted to the Agreement)Pledgee hereunder, in accordance with reasonable requirements so as to ensure the pledge right and interests of the Pledgee, to ensure that Pledgee in the Pledgees may Pledges and the exercise its pledgor’s right with respect to the Pledged Sharesand realization of such right. 9.6 If 8.10 In the event of any transfer of any Pledges as a result of the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shareshereunder, the Pledgors undertakes to shall take all necessary measures to effect realize such transfer.

Covenants of the Pledgors. The 5.1 Each of the Pledgors hereby covenants to the Pledgee as followsthat he/she shall: 9.1 Without 5.1.1 neither transfer or assign the Equity Interest, nor create or permit to be created any pledge, lien, charge, mortgage, encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his/her name, other than the Pledge created hereunder and the option granted under the Equity Option Agreement, without the prior written consent from the Pledgee; 5.1.2 comply with and implement all laws and regulations with respect to the pledge, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3 timely notify the Pledgee of any events or any received notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgors’ covenants or obligations under this Agreement or (iii) which may affect the Pledgors’ performance of their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 5.2 The Pledgors covenant that the Pledgee’s right of exercising the rights under this Agreement shall not be suspended or hampered by the Pledgors or successors of the Pledgors or any person authorized by the Pledgors. 5.3 The Pledgors jointly and severally covenant that in order to protect or perfect the security over the Secured Obligations, the Pledgors shall not encumber (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee, and (iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4 The Pledgors agree to promptly make or allow others cause to encumber be made any new pledge permits, filings or registrations, give or cause to be given any notices and take or cause to be taken any other security interest on actions as may be necessary under the Pledged Shareslaws of the PRC, and such pledge or any other security interest over all or part to perfect the Pledge of the Pledged Shares without Collateral, including the aforesaid prior written consent shall be null and voidAIC registration set forth in Section 3.1. 9.2 Unless a prior written notice has been given 5.5 Each Pledgor covenants to the Pledgee that he/she will comply with and perform all the prior written consent of guarantees, covenants, agreements, representations and conditions for the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests benefits of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 . The Pledgors shall not engage in or allow compensate for all the occurrence of any conduct or act which may have an adverse effect on the interests of losses suffered by the Pledgee under the Transaction Agreement and the Agreement for their failure to perform or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Sharesfully perform such guarantees, covenants, agreements, representations or conditions. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The 5.1 Each of the Pledgors hereby covenants to the Pledgee as followsthat he/she shall: 9.1 Without 5.1.1 not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his/her name, other than the Pledge created hereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; 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 competent authority within 5 days upon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3 timely notify the Pledgee of any events or any received notices (i) which may affect the Equity Interest or any part of the Pledgee’s rights, (ii) which may change the Pledgors’ covenants or obligations under this Agreement or (iii) which may affect the Pledgors’ performance of their obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee. 5.2 The Pledgors agree that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors. 5.3 The Pledgors jointly and severally covenant to the Pledgee that in order to protect or perfect the security over the Secured Obligations, the Pledgors shall not encumber (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4 The Pledgors agree to promptly make or allow others cause to encumber be made any new pledge filings or records, give or cause to be given any notices and take or cause to be taken any other security interest on actions as may be necessary under the Pledged Shareslaws of the PRC, and such pledge or any other security interest over all or part to perfect the Pledge of the Pledged Shares without Collateral, including the aforesaid prior written consent shall be null AIC registration set forth in Section 3.1. Amended and void.Restated 9.2 Unless a prior written notice has been given 5.5 Each of the Pledgors covenants to the Pledgee that he/she will comply with and perform all the prior written consent of guarantees, covenants, agreements, representations and conditions for the Pledgee has been obtained, the Pledgors shall not transfer the Pledged Shares and all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer of the Pledged Shares by the Pledgors shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated by the Pledgee. 9.3 When any litigation, arbitration or any other claim arises which may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests benefits of the Pledgee, to take . The Pledgor shall compensate for all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of losses suffered by the Pledgee under the Transaction Agreement and the Agreement for such Pledgor’s failure to perform or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Sharesfully perform his/her guarantees, covenants, agreements, representations or conditions. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants to Ramco Principals, jointly and severally, covenant and agree with the Pledgee Trust as follows: 9.1 Without prior written consent of the Pledgee(i) they will, or they will cause, the Pledgors shall not encumber or allow others to, defend the Trust's right, title, claim of possession and Lien in and to encumber any new pledge the Pledged Collateral against the claims and demands of all Persons; (ii) they will pay and discharge all Liens, charges, claims, taxes and other governmental charges, and all contractual obligations requiring the payment of money, before such become overdue, that may affect the Pledged Collateral or any other security interest on the Pledged Sharespart thereof, and such pledge or any other security interest over all or part of the Pledged Shares without the aforesaid prior written consent shall be null and void. 9.2 Unless a prior written notice has been given unless (but only to the Pledgee extent that) such payment is being contested in good faith and in accordance with law; (iii) they shall not, without the prior written consent of the Pledgee has been obtainedTrust (which consent shall not be unreasonably withheld), amend or modify, or consent to the amendment or modification of, the Pledgors shall not transfer organizational documents of Ramco Contributing Parties, the Partnership GP Entities and the Corporate GP Entities; (iv) they will, or they will cause each pledgor to, join with the Trust in executing and file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents in such offices as the Trust may reasonably deem necessary or desirable and wherever required or permitted by law in order to perfect and preserve the Trust's security interest in the Pledged Shares Collateral and hereby authorizes the Trust to file financing statements and amendments thereto relative to all attempts of the Pledgors to transfer the Pledged Shares shall be null and void. The proceeds from a transfer or any part of the Pledged Shares Collateral without the signature of such pledgor where permitted by the Pledgors shall be first used law, and agrees to repay the Secured Debts due do such further acts and things and to make, execute and deliver to the Pledgee Trust such additional conveyances, assignments, agreements, instruments and financing statements as the Trust may reasonably require or be deposited with a third party designated by deem advisable to carry into effect the Pledgee. 9.3 When purposes of this Agreement or to further assure and confirm unto the Trust its rights, powers and remedies hereunder, and if any litigationpledgor shall fail to execute any such additional conveyances, arbitration assignments, agreements, instruments or any other claim arises which may have an adverse effect on the Pledgorsfinancing statements, the Pledged SharesTrust, or as attorney-in-fact for such pledgor may in the interests name, place and stead of such pledgor, make, execute and deliver any of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to foregoing; and (v) notify the Pledgee Trust in writing as soon as possible and in a timely manner, and in accordance with forty-five (45) business days prior to the date any reasonable requests pledgor changes its principal place of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests business or principal residence in the Pledged Sharesevent such 7 284 pledgor is an individual, which notice shall set forth the full and complete new principal place of business or principal residence, as the case may be, of such pledgor. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgee under the Transaction Agreement and the Agreement or on the Pledged Shares. The Pledgors hereby waive their pre-emptive right when the Pledgees exercise its pledgor’s right with respect to the Pledged Shares. 9.5 The Pledgors undertakes to take all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to the Pledged Shares. 9.6 If any exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shares, the Pledgors undertakes to take all necessary measures to effect such transfer.

Covenants of the Pledgors. The Pledgors hereby covenants each covenant to the Pledgee as follows: 9.1 Without Unless otherwise specified under the Option Agreement, without the Pledgee’s prior written consent of the Pledgeeconsent, the Pledgors shall will not encumber create or allow others permit to encumber be created any new pledge or any other security interest on interests upon the Pledged SharesSecurity Interests, and such any pledge or any other security interest over interests upon all or part of the Pledged Shares Security Interests created without the aforesaid Pledgee’s prior written consent shall be null and void. 9.2 Unless a Without prior written notice has been given to the Pledgee and the prior written consent of from the Pledgee has been obtainedPledgee, the Pledgors shall may not sell, transfer or dispose of the Pledged Shares Equity Interests and all attempts any purported sale, transfer or disposal by the Pledgors of the Pledgors to transfer the Pledged Shares Equity Interests shall be null and void. The proceeds from a the sale, transfer or disposal by the Pledgors of the Pledged Shares by the Pledgors Equity Interests shall first be first used to repay applied towards repaying the Secured Debts due Indebtedness to the Pledgee or shall be deposited with a third party designated by agreed upon with the Pledgee. 9.3 When If there occurs any litigationlawsuit, arbitration or any other claim arises which that may have an adverse effect on the Pledgors, the Pledged Shares, or the interests of the Pledgors or the Pledgee under the Transaction Agreements Documents and this Agreement or on the AgreementPledged Equity Interests, the Pledgors undertakes to warrant that they shall notify the Pledgee in writing as soon expeditiously as possible and in a timely mannermanner and shall, and in accordance with any at the reasonable requests request of the Pledgee, to take all measures necessary measures to protect ensure the Pledgee’s security pledgee rights and interests of the Pledgee to and in the Pledged SharesEquity Interests. 9.4 The Pledgors shall covenant to complete all registration procedures necessary to extend the business term of the Company within three months prior to the expiry of the Company’s business term such that this Agreement will remain effective. ​ 9.5 The Pledgors may not engage in do or allow the occurrence of permit to be done any conduct acts or act which may actions likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreement Documents and the this Agreement or on the Pledged SharesEquity Interests. The Pledgors hereby will waive their pre-emptive right when rights of first purchase in the Pledgees exercise its pledgor’s right with respect to event the Pledged SharesPledgee realizes the pledge. 9.5 9.6 The Pledgors undertakes to warrant that they will take at the Pledgee’s reasonable request all the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement agreements hereto) necessary to ensure the Agreement), in accordance with reasonable requirements pledgee rights and interests of the Pledgee, to ensure that the Pledgees may exercise its pledgor’s right with respect to Pledgee on the Pledged SharesEquity Interests and the exercise and realization of such rights. 9.6 9.7 If any transfer of the Pledged Equity Interests arises out of the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Shareshereunder, the Pledgors undertakes to warrant that they will take all necessary measures to effect such transfer. 9.8 The Pledgors shall ensure that the convening procedures, voting methods and contents of the shareholders’ meetings and the board meetings of the Company convened for the purpose of the execution of this Agreement, the creation of the pledge and the exercise of the pledgee rights will not breach any laws, administrative regulations, the articles of association of the Company or the Transaction Documents.

Covenants of the Pledgors. The Pledgors hereby covenants covenant to the Pledgee as follows: 9.1 1. Without the prior written consent of the Pledgee, the Pledgors shall not encumber or allow others to encumber establish any new pledge or any other security interest encumbrance on the Pledged SharesEquity, and such nor shall they set and/or allow to set any new pledge or any other security interest over all or part encumbrances/restrictions on the equities of the Pledged Shares without the aforesaid prior written consent shall be null and voidDomestic Affiliates directly and/or indirectly held by them. 9.2 Unless a 2. Without the prior written notice has been given to the Pledgee and the its prior written consent of the Pledgee has been obtainedconsent, the Pledgors shall not transfer the Pledged Shares Equity, and all attempts of the Pledgors acts proposed to transfer the Pledged Shares shall be null and voidEquity are invalid. The proceeds from a transfer of With or without the Pledged Shares Pledgee’s prior written consent, the corresponding amount acquired by the Pledgors from the third party for transferring the Pledged Equity shall be first used to repay the Secured Debts due to the Pledgee or be deposited with a third party designated owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 9.3 3. When any litigationlegal proceedings, arbitration or any other claim arises which may have an adverse effect on the Pledgorsrequest occurs, the Pledged Shares, or the interests of the Pledgee under the Transaction Agreements and the Agreement, the Pledgors undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and in accordance with any reasonable requests of the Pledgee, to take all necessary measures to protect the Pledgee’s security interests in the Pledged Shares. 9.4 The Pledgors shall not engage in or allow the occurrence of any conduct or act which may have an adverse effect on the interests of the Pledgors or Pledgee under the Transaction Agreement Contractual Agreements or Pledged Equity, the Pledgors covenant that they will notify the Pledgee as soon as possible and in a timely manner, and, in accordance with the Agreement or on reasonable requirements of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights to the Pledged SharesEquity. 4. The Pledgors hereby shall not engage in or permit any behaviors or actions that may adversely affect the Pledgee’s interest under the Contractual Agreements or the Pledged Equity. The Pledgors waive their the pre-emptive right when the Pledgees exercise its pledgor’s right with respect Pledged Equity is realized by the Pledgee and agree to the Pledged Sharesrelevant equity transfer. 9.5 5. The Pledgors undertakes to take all covenant to, at the necessary measures and to execute all necessary documents (including without limitation to any supplementary agreement to the Agreement), in accordance with reasonable requirements of the Pledgee, take all necessary measures and sign all necessary documents (including but not limited to the supplemental agreement of this Agreement) to ensure that the Pledgees may exercise its pledgorPledgee’s right with respect pledge rights to the Pledged SharesEquity and the implementation and exercise of such rights. 9.6 If 6. In the event of any transfer of the Pledged Equity arising from the exercise of the pledge right hereunder gives rise to any transfer of any Pledged Sharesunder this Agreement, the Pledgors undertakes shall undertake to take all necessary measures to effect realize such equity transfer. The Pledgors, as direct and/or indirect rights holders of Domestic Affiliates, from Effective Date of this Agreement, further covenant the following: 1. Without the prior written consent of the Pledgee, the Pledgors will not sell, assign, transfer or otherwise dispose of the interests of Domestic Affiliates they directly and/or indirectly hold, and will not set any encumbrance on the interests of Domestic Affiliates they directly and/or indirectly hold at any time from Effective Date of this Agreement; with or without the written consent of the Pledgee, the corresponding amount acquired by the Pledgors from the third party for selling, assigning, transferring or otherwise disposing of the interests of Domestic Affiliates they directly and/or indirectly hold shall be owned by the Pledgee, and the Pledgee shall have the right to directly request the third party to pay the corresponding amount. The Pledgors shall provide all necessary assistance in this regard. 2. Without the prior written consent of the Pledgee, the Pledgors shall not increase or decrease the registered capital and the sponsor’s capital contribution of Domestic Affiliates or agree to increase or decrease the aforementioned registered capital and the sponsor’s capital contribution. 3. Without the prior written consent of the Pledgee, the Pledgors shall not agree or procure the separation of Domestic Affiliates or merge with other entities. 4. Without the prior written consent of the Pledgee, the Pledgors shall not dispose or procure the management of Domestic Affiliates to dispose of any assets of Domestic Affiliates, except that Domestic Affiliates may prove that the relevant asset disposal is necessary for its daily business operations, the value of the assets involved in the individual transaction does not exceed RMB 100,000, and the total amount does not exceed RMB 300,000 within one year. 5. Without the prior written consent of the Pledgee, the Pledgors shall not terminate or procure the management of Domestic Affiliates to terminate any material agreement entered into by Domestic Affiliates, or enter into any other agreement that conflicts with the existing material agreements. The aforementioned “material agreements” refer to a single agreement with a total amount of more than RMB 100,000, a series of agreements with a total amount of more than RMB 300,000 within one year, or the Contractual Agreements and/or any agreements similar in nature or content to Contractual Agreements. 6. Without the prior written consent of the Pledgee, the Pledgors shall not procure Domestic Affiliates to enter into transactions that may materially affect the assets, liabilities, business operations, equity structure and other legal rights of Domestic Affiliates (excluding the transaction produced in the normal or daily business processes of Domestic Affiliates and the amount of such single transaction does not exceed RMB 100,000 and the total amount does not exceed RMB 300,000 within one year, or has been disclosed to the Pledgee and for which the written consent of the Pledgee has been obtained). 7. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to announce the distribution of or actually distribute any distributable profits and/or reasonable return, or to agree to the foregoing distribution; any profits distribution and/or reasonable return in violation of the foregoing provisions shall be vested to the Pledgee from the beginning unconditionally and without compensation, and the Pledgee shall have the right to require to return/pay the full amount to the Pledgors. 8. Without the prior written consent of the Pledgee, the Pledgors shall not procure or agree Domestic Affiliates to amend their articles of association. 9. Without the prior written consent of the Peldgee, the Pledgors shall ensure that no Domestic Affiliates lend or borrow loans, or to provide guarantees or other forms of security, or to assume any material obligations outside of normal business activities; the aforementioned “material obligations” refer to any obligation under which any Domestic Affiliates is required to pay more than RMB 100,000, or the total amount more than RMB 300,000 within one year, or that restricts and/or obstructs Domestic Affiliates from fulfilling their obligations under the Contractual Agreements, or restricts and/or prohibits the financial and business operations of Domestic Affiliates, or that may cause changes in the equity structure of Domestic Affiliates. 10. It must use its best efforts to procure Domestic Affiliates to develop their business and guarantee the legal and compliance operations, and will not carry out any actions or omissions that may damage the assets, goodwill or affect the validity of business licenses of Domestic Affiliates. 11. Before transferring the equities of Domestic Affiliates to Equity Purchaser (as defined in the Exclusive Call Option Agreement), all the documents necessary for owning and maintaining the equities of Domestic Affiliates shall be signed without affecting the Proxy Agreement for Shareholders and the Proxy Agreement for School’s Sponsors and Council Members. 12. In relation to the equity transfer of Domestic Affiliates to Equity Purchaser, the Pledgors shall sign all the required documents and take all necessary actions. 13. If fulfillment of Domestic Affiliates’ obligations under the Contractual Agreements requires the Pledgors to take any action as the direct and/or indirect equity holder of Domestic Affiliates, the Pledgors shall take all actions to cooperate with Domestic Affiliates in fulfilling the obligations stipulated in this Agreement. 14. Within the authority as a direct and/or indirect shareholder of Domestic Affiliates, without prejudice to the Contractual Agreements, the Pledgors shall procure the council members appointed by them to exercise all their rights in Domestic Affiliates in accordance with the provisions of this Agreement, so that Domestic Affiliates may fulfill their obligations set out in this Agreement; if any council members fails to exercise his rights as stated above, such council members shall be immediately removed from the board. 15. The Pledgors shall provide the Pledgee with the financial statements of the previous quarterly calendar of Domestic Affiliates within the first month of each quarterly calendar, including (but not limited to) the balance sheet, income statement and cash flow statement.