Common use of Disposal of the Pledged Property Clause in Contracts

Disposal of the Pledged Property. 4.1 The Parties hereby agree that, in case of any Event of Default, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, rights and powers for breach available to it under the PRC Laws, Transaction Agreements and the terms hereof, including (but not limited to) repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written its legal counsel or other agents to exercise on its behalf any and all rights and powers set out above, and the Pledgor shall not oppose thereto. 4.3 With regard to the reasonable costs incurred by the Pledgee in connection with its exercise of any or all of the rights and powers set out above, the Pledgee shall have the right to deduct such costs in exact amount from the proceeds it acquires from the exercise of such rights and powers. 4.4 The proceeds the Pledgee acquires from the exercise of its rights and powers shall be used in the following order: First, to pay any reasonable costs incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel and agents); Second, to pay any taxes payable for the disposal of the Pledged Property; and Third, to repay the Guaranteed Liabilities to the Pledgee. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, or submit the same to the local notary institution where the Pledgee is domiciled (any costs incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; the Pledgee shall not be required to exercise other remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgor and the Pledgee hereby agree that, in case of any Event of Default, the Pledgee shall have the right be entitled to exercise, upon giving written notice to the Pledgor, all remedies, of its rights and powers for breach available to it arising under default remedies under the PRC Laws, Transaction Agreements Laws and the terms hereof, including (but not limited to) to repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising resulting from its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right is entitled to designate in written writing its legal counsel or any other agents agent to exercise on its behalf any and all rights and powers set out above, and the Pledgor shall not oppose thereto. 4.3 With regard to All reasonable fees incurred in the reasonable costs incurred by the Pledgee in connection with its Pledgee’s exercise of any or all of the above rights and powers set out above, shall be borne by the Pledgor. The Pledgee shall have the right is entitled to deduct such costs in exact amount as actually incurred from the proceeds it acquires from the acquired in its exercise of such rights and powers. 4.4 The proceeds acquired by the Pledgee acquires from the in its exercise of its rights and powers shall be used in the following order: First, to pay any reasonable for all costs incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel and agents); Second, to pay for any taxes payable for in connection with the disposal of the Pledged Property; and Third, to repay the Guaranteed Liabilities to the Pledgee. In case of If there is any balance after payment of the above amountspayments, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according pursuant to the relevant laws and regulations, or submit escrow the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option be entitled to elect to exercise, simultaneously or in certain sequenceotherwise, any of the default remedies for breach to which it is entitledentitled to; the Pledgee shall is not be required obliged to exercise other default remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgor, Shanghai Chuanzhi and Pledgee hereby agree that, in case of any Event of Default, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, of the remedial rights and powers for breach available to enjoyable by it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from as the result of its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written its writing his legal counsel or other agents to exercise on its behalf any and all rights and powers set out above, and the neither Pledgor nor Shanghai Chuanzhi shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgor, the and Pledgee shall have the right to deduct such costs in exact amount actually incurred from the proceeds it acquires acquired from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its rights and powers shall be used in the following orderpriority order as follows: FirstFirstly, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its his rights and powers (including remuneration paid to its respective legal counsel counsels and agents); SecondSecondly, to pay any taxes and levies payable for the disposal of the Pledged Property; and ThirdThirdly, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same it to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same it to the local notary institution for keeping where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitled; entitled to in respect of the equity interest of Shanghai Chuanzhi held by Pledgor. Pledgee shall not be required obliged to exercise any other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgor or Shanghai Chuanzhi shall not oppose to whether Pledgee exercises any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, Target Companies and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC Laws, Transaction Agreements and the terms hereofLaw, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor Target Companies shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and Third-Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of any Target Company holding by any Pledgor; the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or Target Companies shall not oppose to whether Pledgee exercise any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgors and the Pledgee hereby agree that, in case of any Event of Default, the Pledgee shall have the right be entitled to exercise, upon giving written notice to the PledgorPledgors, all remedies, of its rights and powers for breach available to it arising under default remedies under the PRC Laws, Transaction Agreements Laws and the terms hereof, including (but not limited to) to repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising resulting from its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right is entitled to designate in written writing its legal counsel or any other agents agent to exercise on its behalf any and all rights and powers set out above, and the Pledgor Pledgors shall not oppose thereto. 4.3 With regard to All reasonable fees incurred in the reasonable costs incurred by the Pledgee in connection with its Pledgee’s exercise of any or all of the above rights and powers set out above, shall be borne by the Pledgors. The Pledgee shall have the right is entitled to deduct such costs in exact amount as actually incurred from the proceeds it acquires from the acquired in its exercise of such rights and powers. 4.4 The proceeds acquired by the Pledgee acquires from the in its exercise of its rights and powers shall be used in the following order: First, to pay any reasonable for all costs incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel and agents); Second, to pay for any taxes payable for in connection with the disposal of the Pledged Property; and Third, to repay the Guaranteed Liabilities to the Pledgee. In case of If there is any balance after payment of the above amountspayments, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according pursuant to the relevant laws and regulations, or submit escrow the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option be entitled to elect to exercise, simultaneously or in certain sequenceotherwise, any of the default remedies for breach to which it is entitledentitled to; the Pledgee shall is not be required obliged to exercise other default remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, Target Companies and Pledgees hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee Pledgees shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee Pledgees shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers.. Equity Pledge Agreement050408 4.2 The Pledgee Pledgees shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor Target Companies shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee Pledgees in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the Pledgee and Pledgees shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the Pledgee acquires that Pledgees acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee Pledgees of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgees for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee Pledgees shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is Pledgees are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee Pledgees shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of any Target Company holding by any Pledgor; the Pledgee Pledgees shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.. Pledgors or Target Companies shall not oppose to whether Pledgees exercise any part of the right to the pledge or the sequence of exercising the pledge interest. Equity Pledge Agreement050408

Disposal of the Pledged Property. 4.1 The Parties Pledgor, Shanghai Xinnuo and Pledgee hereby agree that, in case of any Event of Default, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, of the remedial rights and powers for breach available to enjoyable by it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from as the result of its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written its writing his legal counsel or other agents to exercise on its behalf any and all rights and powers set out above, and the neither Pledgor nor Shanghai Xinnuo shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgor, the and Pledgee shall have the right to deduct such costs in exact amount actually incurred from the proceeds it acquires acquired from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its rights and powers shall be used in the following orderpriority order as follows: FirstFirstly, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its his rights and powers (including remuneration paid to its respective legal counsel counsels and agents); SecondSecondly, to pay any taxes and levies payable for the disposal of the Pledged Property; and ThirdThirdly, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same it to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same it to the local notary institution for keeping where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitled; entitled to in respect of the equity interest of Shanghai Xinnuo held by Pledgor. Pledgee shall not be required obliged to exercise any other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgor or Shanghai Xinnuo shall not oppose to whether Pledgee exercises any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgeors, Shiji Shenghuo and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee Pledgee, shall have the right to exercise, upon giving written notice to the PledgorPledgeors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgeors nor Shiji Shenghuo shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgeors, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: FirstFirstly, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); SecondSecondly, to pay any taxes and levies payable for the disposal of the Pledged Property; and ThirdThirdly, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of deducting the above amounts, the remain amount shall be returned to Pledgeors by Pledgee shall return the same to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same be submitted to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgeors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of Shiji Shenghuo holding by any Pledgeor; the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgeors or Shiji Shenghuo shall not oppose to whether Pledgee exercise any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgor, Shanghai Ruili and Pledgee hereby agree that, in case of any Event of Default, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, of the remedial rights and powers for breach available to enjoyable by it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from as the result of its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written its writing his legal counsel or other agents to exercise on its behalf any and all rights and powers set out above, and the neither Pledgor nor Shanghai Ruili shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgor, the and Pledgee shall have the right to deduct such costs in exact amount actually incurred from the proceeds it acquires acquired from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its rights and powers shall be used in the following orderpriority order as follows: FirstFirstly, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its his rights and powers (including remuneration paid to its respective legal counsel counsels and agents); SecondSecondly, to pay any taxes and levies payable for the disposal of the Pledged Property; and ThirdThirdly, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same it to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same it to the local notary institution for keeping where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitled; entitled to in respect of the equity interest of Shanghai Ruili held by Pledgor. Pledgee shall not be required obliged to exercise any other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgor or Shanghai Ruili shall not oppose to whether Pledgee exercises any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, of the remedial rights and powers for breach available to enjoyable by it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its behalf any and all rights and powers set out above, and the neither Pledgor nor Gridsum Holdco shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgor, the and Pledgee shall have the right to deduct such costs in exact amount actually incurred from the proceeds it acquires acquired from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: FirstFirstly, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); SecondSecondly, to pay any taxes and levies payable for the disposal of the Pledged Property; and ThirdThirdly, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same it to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same it to the local notary institution for keeping where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitled; entitled to in respect of the equity interest of Gridsum Holdco held by Pledgor. Pledgee shall not be required obliged to exercise any other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgor or Gridsum Holdco shall not oppose to whether Pledgee exercises any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, Target Companies and Pledgees hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee Pledgees shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee Pledgees shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee Pledgees shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor Target Companies shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee Pledgees in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the Pledgee and Pledgees shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the Pledgee acquires that Pledgees acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee Pledgees of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgees for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee Pledgees shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is Pledgees are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee Pledgees shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of any Target Company holding by any Pledgor; the Pledgee Pledgees shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or Target Companies shall not oppose to whether Pledgees exercise any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, Century Shenghuo and Pledgees hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee Pledgees shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee Pledgees shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee Pledgees shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor Century Shenghuo shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee Pledgees in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the Pledgee and Pledgees shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the Pledgee acquires that Pledgees acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee Pledgees of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgees for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee Pledgees shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is Pledgees are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee Pledgees shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of any Century Shenghuo holding by any Pledgor; the Pledgee Pledgees shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or Century Shenghuo shall not oppose to whether Pledgees exercise any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, Focus Media Wireless and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee Pledgee, shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor Focus Media Wireless shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of Focus Media Wireless holding by any Pledgor; the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or Focus Media Wireless shall not oppose to whether Pledgee exercise any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgor and Pledgee agree hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, rights of its remedies and powers for breach available to it at breaching entitled under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from as the result of its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel consultant or other agents to exercise on its behalf any and all rights and powers set out above, and the Pledgor shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out above, the above can be covered by Pledgee shall have the by its right to deduct such actual costs in exact amount from the proceeds it acquires from the exercise of such the rights and powers. 4.4 The proceeds the Pledgee acquires from the exercise of its rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel consultant and agents); - Second, to pay any taxes payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according to the relevant laws and regulationsrules, or submit the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching it is entitledentitled to; the Pledgee shall is not be required obliged to exercise other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgor, DSBT and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC Laws, Transaction Agreements and the terms hereoflaws of Malaysia, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the neither Pledgor nor DSBT shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgor, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; the Pledgee shall not be required to exercise other remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgors and the Pledgee hereby agree that, in case of any Event of Default, the Pledgee shall have the right be entitled to exercise, upon giving written notice to the PledgorPledgors, all remedies, of its rights and powers for breach available to it arising under default remedies under the PRC Laws, Transaction Agreements and the terms hereof, including (but not limited to) to repayment in priority with proceeds from auctions or sale-offs of the Pledged Propertyproperty. The Pledgee shall not be liable for any loss arising resulting from its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right is entitled to designate in written writing its legal counsel or any other agents agent to exercise on its behalf any and all rights and powers set out above, and the Pledgor Pledgors shall not oppose thereto. 4.3 With regard to All reasonable fees incurred in the reasonable costs incurred by the Pledgee in connection with its Pledgee’s exercise of any or all of the above rights and powers set out above, shall be borne by the Pledgors. The Pledgee shall have the right is entitled to deduct such costs in exact amount as actually incurred from the proceeds it acquires from the acquired in its exercise of such rights and powers. 4.4 The proceeds acquired by the Pledgee acquires from the in its exercise of its rights and powers shall be used in the following order: First, to pay any reasonable for all costs incurred in connection with the disposal of the Pledged Property property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel and agents); Second, to pay for any taxes payable for in connection with the disposal of the Pledged Propertyproperty; and Third, to repay the Guaranteed Liabilities to the Pledgee. In case of If there is any balance after payment of the above amountspayments, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according pursuant to the relevant laws and regulations, or submit escrow the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option be entitled to elect to exercise, simultaneously or in certain sequenceotherwise, any of the default remedies for breach to which it is entitledentitled to; the Pledgee shall is not be required obliged to exercise other default remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgor, the Company and the Pledgee hereby agree that, in case of if any Default Event of Defaultoccurs, the Pledgee shall have the right to exercisebe entitled to, upon after giving written notice notices to the Pledgor, exercise any and all remediesrights, rights remedies and powers for breach available to enjoyed by it under in accordance with the PRC LawsChinese Law, the Transaction Agreements and the terms hereofprovisions of the Agreement, including (but not limited towithout limitation) repayment in priority with proceeds from auctions sale by auction or sale-offs disposal of the Pledged PropertyProperty so as to be paid in priority. The Pledgee shall not be liable held responsible for any loss arising from caused by its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right be entitled to designate in written appoint its legal counsel lawyers or other agents in writing to exercise on its behalf any and all rights and powers set out abovementioned above on its behalf, and the Pledgor shall or the Company may not oppose theretoraise any objection in this respect. 4.3 With regard to the The reasonable costs expenses incurred by the Pledgee in connection with its exercise the course of exercising any or and all of rights mentioned above shall be borne by the rights Pledgor and powers set out above, the Pledgee shall have the right be entitled to deduct such costs in exact amount the same from the proceeds fund that it acquires obtains from the exercise of exercising such rights and powersrights. 4.4 The proceeds fund obtained by the Pledgee acquires from exercising the exercise of its above-mentioned rights and powers shall be used handled in the following orderorders: FirstFirstly, it shall be utilized to pay any reasonable costs all expenses incurred in connection with the disposal of the Pledged Property and the exercise of its rights by the Pledgee of its rights and powers (including any remuneration paid payable to its legal counsel lawyers and agents); SecondSecondly, it shall be utilized to pay any the taxes and dues payable for the disposal of the Pledged Property; and ThirdThirdly, it shall be utilized to repay the Guaranteed Liabilities Secured Debts to the Pledgee. In case of If there is any balance after payment of deducting the above above-mentioned amounts, the Pledgee shall return the same balance to the Pledgor or any other persons person who is entitled thereto according to the obtain such balance in accordance with relevant laws and regulations, regulations or submit deposit it in the same to notary organ at the local notary institution where place of the Pledgee is domiciled (any costs incurred in relation thereto and all expenses arising therefrom shall be borne by the Pledgor). 4.5 The Pledgee shall have be entitled to choose either meanwhile or successively to exercise its pledge right with respect to the option to exercise, simultaneously or in certain sequence, any Shares of the remedies for breach to which it is entitled; Company held by the Pledgor and/or any other remedy. The Pledgee shall not be required to exercise seek for other remedies for breach before its exercise of exercising the right to the auctions sell by auction or sale-offs of to sell off the Pledged Property hereunder. Neither the Pledgor nor the Company shall be entitled to raise any objection concerning whether the Pledgee exercises part of the pledge right or the sequence of exercising the pledge right.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, DSAC and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC Laws, Transaction Agreements and the terms hereoflaws of Thailand, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor DSAC shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor or other persons entitled thereto Pledgors according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; the Pledgee shall not be required to exercise other remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, the Company and the Pledgee hereby agree that, in case of if any Default Event of Defaultoccurs, the Pledgee shall have the right to exercisebe entitled to, upon after giving written notice notices to the PledgorPledgors, exercise any and all remediesrights, rights remedies and powers for breach available to enjoyed by it under in accordance with the PRC LawsChinese Law, the Transaction Agreements and the terms hereofprovisions of the Agreement, including (but not limited towithout limitation) repayment in priority with proceeds from auctions sale by auction or sale-offs disposal of the Pledged PropertyProperty so as to be paid in priority. The Pledgee shall not be liable held responsible for any loss arising from caused by its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right be entitled to designate in written appoint its legal counsel lawyers or other agents in writing to exercise on its behalf any and all rights and powers set out abovementioned above on its behalf, and the Pledgor shall Pledgors or the Company may not oppose theretoraise any objection in this respect. 4.3 With regard to the The reasonable costs expenses incurred by the Pledgee in connection with its exercise the course of exercising any or and all of rights mentioned above shall be borne by the rights Pledgors and powers set out above, the Pledgee shall have the right be entitled to deduct such costs in exact amount the same from the proceeds fund that it acquires obtains from the exercise of exercising such rights and powersrights. 4.4 The proceeds fund obtained by the Pledgee acquires from exercising the exercise of its above-mentioned rights and powers shall be used handled in the following orderorders: FirstFirstly, it shall be utilized to pay any reasonable costs all expenses incurred in connection with the disposal of the Pledged Property and the exercise of its rights by the Pledgee of its rights and powers (including any remuneration paid payable to its legal counsel lawyers and agents); SecondSecondly, it shall be utilized to pay any the taxes and dues payable for the disposal of the Pledged Property; and ThirdThirdly, it shall be utilized to repay the Guaranteed Liabilities Secured Debts to the Pledgee. In case of If there is any balance after payment of deducting the above above-mentioned amounts, the Pledgee shall return the same balance to the Pledgor Pledgors or any other persons person who is entitled thereto according to the obtain such balance in accordance with relevant laws and regulations, regulations or submit deposit it in the same to notary organ at the local notary institution where place of the Pledgee is domiciled (any costs incurred in relation thereto and all expenses arising therefrom shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have be entitled to choose either meanwhile or successively to exercise its pledge right with respect to the option to exercise, simultaneously or in certain sequence, any Shares of the remedies for breach to which it is entitled; the Company held by each Pledgor and/or any other remedy. The Pledgee shall not be required to exercise seek for other remedies for breach before its exercise of exercising the right to the auctions sell by auction or sale-offs of to sell off the Pledged Property hereunder. Neither the Pledgors nor the Company shall be entitled to raise any objection concerning whether the Pledgee exercises part of the pledge right or the sequence of exercising the pledge right.

Disposal of the Pledged Property. 4.1 The Parties Pledgors and the Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor Pledgors shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by the Pledgors, and the Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds that the Pledgee acquires acquire from the exercise of its rights and powers shall be used in the following orderpriority order as follows: • First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel counsels and agents); • Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and • Third, to repay the Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; at breaching, and the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Xxxxxxx and the Pledgee hereby agree that, in case that upon occurrence of any Event of DefaultDefault , the Pledgee shall have has the right to exercise, upon giving written notice to exercise all the Pledgor, all remedies, remedial rights and powers for breach available that he is entitled to it under the PRC Laws, the Transaction Agreements and the terms hereofprovisions of this Agreement, including (but not limited to) repayment in priority with proceeds from auctions to the right to auction or sale-offs of sell the Pledged PropertyProperty for satisfaction of claims in priority. The Pledgee shall not be liable for to any loss arising from losses caused by its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have has the right to designate appoint in written writing its legal counsel counsels or other agents to exercise on its behalf all or any part of his rights and powers above, and the Xxxxxxx shall not oppose thereto. 4.3 The reasonable costs incurred by Pledgee in connection with the exercise of any and all rights and powers set out abovein Article 4.1 and 4.2 shall be borne by Xxxxxxx, and the Pledgor shall not oppose thereto. 4.3 With regard to the reasonable costs incurred by the Pledgee in connection with its exercise of any or all of the rights and powers set out above, the Pledgee shall have has the right to fully deduct such costs in exact amount from the proceeds it acquires gained from the his exercise of such rights and powers. 4.4 The proceeds the Pledgee acquires gained from the Pledgee’s exercise of its his rights and powers shall be used applied in the following orderorder of precedence: FirstFirstly, towards payment of all costs arising out of the disposal of the Pledged Property and the Pledgee’s exercise of his rights and powers (including but not limited to pay any reasonable costs incurred fees paid to its counsels and agents); Secondly, towards payment of the taxes and charges payable in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel and agents); Second, to pay any taxes payable for the disposal of the Pledged Property; and ThirdThirdly, to repay towards repayment of the Guaranteed Liabilities Secured Debts to the Pledgee. In case of and any balance after payment the deduction of the above amounts, foregoing payments shall either be returned by the Pledgee shall return the same to the Pledgor Xxxxxxx or any other persons person who may be entitled thereto according to the such balance under relevant laws and regulations, regulations or submit the same to the local notary institution where be deposited by the Pledgee is domiciled with a notary organ located at the place of Pledgee (any costs incurred in relation thereto rising out of such deposit shall be borne by the PledgorXxxxxxx). 4.5 The Pledgee shall have the option right to exercise, simultaneously at its option, concurrently or in certain sequencesuccessively, any of the remedies for its breach to which it is entitledof contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies for breach before prior to exercising its exercise of the right to the auctions auction or sale-offs of sell the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, Target Companies and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC Laws, Transaction Agreements and the terms hereofLaw, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor Target Companies shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of any Target Company holding by any Pledgor; the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or Target Companies shall not oppose to whether Pledgee exercise any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, the Company and the Pledgee hereby agree that, in case the event of any Event of DefaultDefault Event, the Pledgee shall have the right be entitled to exercise, upon giving written notice to the Pledgor, exercise all remedies, rights and powers for breach available to it under of relief that he can exercise in accordance with the PRC Laws, Chinese Law and the Transaction Agreements and after giving the terms hereofwritten notice of the Pledgors, including (including, but not limited to) repayment in priority with proceeds from auctions to the auction or sale-offs sale of the Pledged PropertyProperty with the priority to receive payments. The Pledgee shall not be liable responsible for any loss arising from caused by its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right be entitled to designate in written its legal counsel appoint a lawyer or other agents agent in writing to exercise on its behalf any and all rights and powers set out aboveof the above rights, and neither the Pledgor Pledgors nor the Company shall not oppose theretobe entitled to object such appointment. 4.3 With regard to the The reasonable costs expenses incurred by the Pledgee in connection with its exercise of exercising any or all of the rights mentioned above shall be borne by the Pledgors only, and powers set out above, the Pledgee shall have the right be entitled to deduct such costs in exact amount expenses from the proceeds it acquires from the exercise of such rights and powersamount obtained in exercising his rights. 4.4 The proceeds Payments obtained by the Pledgee acquires from the exercise of its in exercising rights and powers shall be used dealt with in the following order: First, to pay any reasonable costs incurred in connection with : (1) Pay for all expenses arising from the disposal disposition of the Pledged Property and the exercise of rights by the Pledgee of its rights and powers (including payment of remuneration paid to its legal counsel lawyers and agents); Second, ; (2) Pay for taxes and fees due to pay any taxes payable for the disposal disposition of the Pledged Property; and Third, to repay and (3) Pay for the Guaranteed Liabilities Secured Debts to the Pledgee. In case of there is any balance after payment deduction of the above amountsamount, the Pledgee shall return the same balance to the Pledgor Pledgors or other persons entitled thereto according who have the right to the amount in accordance with relevant laws and regulations, regulations or submit deposit it with the same to notary office in the local notary institution place where the Pledgee is domiciled located (any costs incurred in relation thereto all the expenses arising therefrom shall be borne born by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; the Pledgee shall not be required to exercise other remedies for breach before its exercise of has the right to choose to exercise simultaneously or successively the auctions pledge of the company’s equity held by any Pledgors or sale-offs any other remedy for breach of contract owned by the Pledgee. The Pledgee does not need to exercise any other remedy for breach of contract before exercising the right to auction or sell the Pledged Property hereunder. Neither the Pledgors nor the Company has the right to give objection whether the Pledgee exercises part of its rights or the order in which it exercises its rights.

Disposal of the Pledged Property. 4.1 The Parties hereby agree that, in case of any Event of Default, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, rights and powers for breach available to it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its behalf any and all rights and powers set out above, and the Pledgor Pledgors shall not oppose thereto. 4.3 With regard to the reasonable costs incurred by the Pledgee in connection with its exercise of any or all of the rights and powers set out above, the Pledgee shall have the right to deduct such costs in exact amount from the proceeds it acquires from the exercise of such rights and powers. 4.4 The proceeds the Pledgee acquires from the exercise of its rights and powers shall be used in the following order: First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel and agents); Second, to pay any taxes payable for the disposal of the Pledged Property; and Third, to repay the Guaranteed Liabilities to the Pledgee. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, or submit the same to the local notary institution where the Pledgee is domiciled (any costs incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; the Pledgee shall not be required to exercise other remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgors and Pledgee agree hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, rights of its remedies and powers for breach available to at breaching enjoyable by it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from as the result of its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel consultant or other agents to exercise on its behalf any and all rights and powers set out above, and the Pledgor Pledgors shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the and Pledgee shall have the right to deduct such costs in exact amount fact from the proceeds it acquires from the exercise of such the rights and powers. 4.4 The proceeds the Pledgee acquires from the exercise of its rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel consultant and agents); - Second, to pay any taxes payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching it is entitledentitled to; the Pledgee shall is not be required obliged to exercise other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgors and the Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor Pledgors shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by the Pledgors, and the Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds that the Pledgee acquires from the exercise of its rights and powers shall be used in the following orderpriority order as follows: • First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel counsels and agents); • Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and • Third, to repay the Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; at breaching, and the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgor, HEZL and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC Laws, Transaction Agreements and the terms hereoflaws of China, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the neither Pledgor nor HEZL shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgor, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires acquire from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); - Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; the Pledgee shall not be required to exercise other remedies for breach before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgor and Pledgee agree hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, rights of its remedies and powers for breach available to at breaching enjoyable by it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) to repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from as the result of its reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel consultant or other agents to exercise on its behalf any and all rights and powers set out above, and the Pledgor shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out above, the above can be covered by Pledgee shall have the by its right to deduct such actual costs in exact amount from the proceeds it acquires from the exercise of such the rights and powers. 4.4 The proceeds the Pledgee acquires from the exercise of its rights and powers shall be used in the following orderpriority order as follows: - First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel consultant and agents); - Second, to pay any taxes payable for the disposal of the Pledged Property; and - Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according to the relevant laws and regulationsrules, or submit the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching it is entitledentitled to; the Pledgee shall is not be required obliged to exercise other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, CGEN Culture and Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to enjoyable by it under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor CGEN Culture shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires acquired from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: FirstFirstly, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); SecondSecondly, to pay any taxes and levies payable for the disposal of the Pledged Property; and ThirdThirdly, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same it to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same it to the local notary institution for keeping where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitled; entitled to in respect of the equity interest of CGEN Culture held by any Pledgor. Pledgee shall not be required obliged to exercise any other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or CGEN Culture shall not oppose to whether Pledgee exercises any part of the right to the pledge or the sequence of exercising the pledge interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgors, the Target Companies and the Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the PledgorPledgors, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC Laws, Transaction Agreements and the terms hereofLaw, including (but not limited to) to being repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor neither Pledgors nor Target Companies shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its their exercise of any or and all of the rights and powers set out aboveabove shall be borne by Pledgors, the and Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds the that Pledgee acquires from the exercise of its their respective rights and powers shall be used in the following orderpriority order as follows: First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its their respective rights and powers (including remuneration paid to its their respective legal counsel counsels and agents); Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and Third, to repay Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor Pledgors or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is are domiciled (any costs fees incurred in relation thereto shall be borne by the PledgorPledgors). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which at breaching that it is entitledentitled to in respect of the equity interest of any Target Company held by any Pledgor; the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its their exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. The Pledgors or Target Companies shall not oppose to whether the Pledgee exercises any part of the right to the pledge or the sequence of exercising the pledged interest.

Disposal of the Pledged Property. 4.1 The Parties Pledgor and the Pledgee hereby agree that, in case of any Event of DefaultBreaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all remedies, of the remedial rights and powers for breach available to it enjoyable by them under the PRC LawsLaw, Transaction Agreements and the terms hereof, including (but not limited to) repayment to being repaid in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising from its as the result of their reasonable exercise of such rights and powers. 4.2 The Pledgee shall have the right to designate in written writing its legal counsel or other agents to exercise on its their respective behalf any and all rights and powers set out above, and the Pledgor shall not oppose thereto. 4.3 With regard to the The reasonable costs incurred by the Pledgee in connection with its exercise of any or and all of the rights and powers set out aboveabove shall be borne by the Pledgor, and the Pledgee shall have the right to deduct such the costs in exact amount actually incurred from the proceeds it acquires that they acquire from the exercise of such the rights and powers. 4.4 The proceeds that the Pledgee acquires acquire from the exercise of its rights and powers shall be used in the following orderpriority order as follows: • First, to pay any reasonable costs cost incurred in connection with the disposal of the Pledged Property and the exercise by the Pledgee of its rights and powers (including remuneration paid to its legal counsel counsels and agents); • Second, to pay any taxes and levies payable for the disposal of the Pledged Property; and • Third, to repay the Pledgee for the Guaranteed Liabilities to the PledgeeLiabilities. In case of any balance after payment of the above amounts, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according to the relevant laws and regulations, rules or submit the same to the local notary institution where the Pledgee is domiciled (any costs fees incurred in relation thereto shall be borne by the Pledgor). 4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of the remedies for breach to which it is entitled; at breaching, and the Pledgee shall not be required obliged to exercise other remedies for breach at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.