Common use of Equity Pledge Clause in Contracts

Equity Pledge. 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 The Pledgors hereby agree to pledge, in accordance with the terms of this Agreement, their lawfully owned and disposable equity interests aggregately constituting 100% of the Company’s equity interests, to the Pledgee as joint and several security for the timely performance of the Contractual Obligations and the repayment of the Secured Indebtedness by the Pledgors and the Company. 2.2 The Parties understand and agree that the currency valuation arising from or in connection with the Secured Indebtedness is changeable and fluctuating. Therefore, based on the reasonable assessment and valuation of the aforesaid Secured Indebtedness and Pledged Equities by the Pledgors and Pledgee, the Pledgors and the Pledgee jointly acknowledge and agree that the maximum amount of the Secured Indebtedness secured by the Pledged Equities held by each Pledgor shall be RMB2,392,696,380.1 (“Maximum Amount”). The Pledgors and Pledgee can from time to time adjust the Maximum Amount by making unanimous amendments and supplements to this Agreement based on the fluctuation of currency evaluation of the Secured Indebtedness and the Pledged Equities. 2.3 The Pledgors shall handle and complete payment the registration of the Pledged Equities under this Agreement with the competent industrial and performance commercial authority within ten (10) business days after the date of all Contract Obligationsthis Agreement, and shall complete the Pledgor hereby pledges equity pledge registration and deliver the industrial and commercial registration certificate to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned within twenty (20) business days or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise other time agreed by the PartiesParties after the date of this Agreement. The Pledge Right under this Agreement is created when the registration of the Pledged Equities with the industrial and commercial authority is completed. 2.3. 2.4 The Pledgor hereby undertakes that he will be responsible for recording Pledgors shall deliver to the Equity Pledge on Pledgee the register of equityholders (if any) capital contribution certificate reflecting the pledge of the Domestic Company Pledged Equities pursuant to this Agreement on the date hereof or as soon as practicable from of this Agreement. 2.5 The Company shall, and the Pledgors shall procure the Company to, record the Pledged Equities in its shareholders’ register on the date hereof, of this Agreement and will use his best endeavors agree to deliver this sole shareholders’ register to the Equity Pledge with SAIC (the “Registration of Equity Pledge”)Pledgee. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties The Company shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionnot keep any other shareholders’ register. 2.4. 2.6 During the term of this Agreement, the Pledgee shall not be liable in whatsoever manner for any way for impairment decrease in the value of the Pledged Equity, nor shall Equities and the Pledgor have Pledgors are not entitled to seek any right to make form of recourse or file any claims against the Pledgee, except where such decrease arises out of any willful conduct of the Pledgee for or out of its gross negligence which has an immediate cause and effect with such impairment in valuedecrease. 2.5. 2.7 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Equities in such manner as prescribed in Section 4 of this Agreement. 2.8 The Pledgors shall not increase the capital of the Company, transfer or accept any Company Equities without prior consent of the Pledgee. 2.9 The Pledgors shall not receive any dividend, bonus or any other profit distribution in respect of the Pledged Equities without prior consent of the Pledgee. The Pledgors agree that the Pledgee is entitled to receive any dividend or bonus in respect of the Pledged Equities during the existence of the Pledged Equities. The Company shall pay such proceeds to an account designated by the Pledgee. 2.10 Any additional equity interest received by the Pledgors under Sections 2.8 and 2.9 in proportion to the Pledgors’ increased amount in the manner set forth registered capital of the Company from any additional capital contribution to the Company, acquisition of equity interests of the Company, receipt of the Company’s share dividends or any other reasons shall be included in Article 4 hereofthe Pledged Equities. The Pledgors and the Company shall execute applicable supplementary agreements and/or other documents after the Pledgors obtain such additional equity interests as soon as possible (no later than ten (10) business days after the Pledgors obtain such additional equity interests), and complete the following procedures: a. completing the equity pledge registration of such additional equity interests within 20 business days after the execution of such supplementary agreements and/or other relevant documents, and delivering the industry and commerce registration certificate to the Pledgee; b. delivering to the Pledgee the capital contribution certificate reflecting the pledge of such equity interests on the execution date of such supplementary agreements and/or other relevant documents; c. delivering to the Pledgee the shareholders’ register recording the pledge of the equity interests in respect of such increased capital contributions on the execution date of such supplementary agreements and/or other relevant documents. 2.6. Without 2.11 Subject to Section 2.6 above, if the prior written consent Pledged Equities could experience material impairment which is capable to prejudice the rights of the Pledgee, the Pledgor shall not increase Pledgee may at any time auction or sell the registered capital Pledged Equities on behalf of the Domestic Company by contributing additional capitalPledgors and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards accelerated repayment of the Secured Indebtedness, or allowing deposit such proceeds with a notary public at the place where the Pledgee is located (any third party to contribute additional capital to costs thereby incurred shall be entirely borne by the Domestic Company. 2.7Pledgee). Without In addition, the prior written consent Pledgors shall provide other assets as security at the request of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 The Pledgor hereby agrees to pledge, in accordance with the terms hereof, his lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely and complete payment and performance repayment of all Contract Obligations, the Secured Indebtedness. The Company hereby agrees for the Pledgor hereby pledges to so pledge the Pledged Equity to the Pledgee a first security interest in all accordance with the terms hereof. 2.2 The Pledgor covenants that he will assume the responsibility of recording the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge arrangement (the “Equity Pledge”). 2.2) hereunder in the shareholders’ register of the Company as of the execution of this Agreement. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes further covenants that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereofhe, and will use with his best endeavors to register efforts and by all necessary means, will arrange the registration of the Equity Pledge with SAIC (the “Registration industry and commerce registration authority having jurisdiction over the Company as of Equity Pledge”). In the event the SAIC requires that the Registration execution of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionthis Agreement. 2.4. 2.3 During the term of this Agreementhereof, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor shall Equity and the Pledgor shall have any no right to make seek any form of recourse or bring any claims against the Pledgee for in connection therewith, except where such impairment in valuediminution arises out of any willful conduct of the Pledgee or out of its material omission having immediate causal link with such result. 2.52.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early full satisfaction of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, as the request of the Pledgee, the Pledgor shall provide other assets as security to the Secured Indebtedness. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth as prescribed in Article Section 4 hereof. 2.6. Without 2.6 The Pledgor may not increase the capital of the Company except with prior written consent of the Pledgee, . Any increase in the capital contributed by the Pledgor shall not increase to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall equally become part of the Pledged Equity. To the extent as permissible un the PRC Laws, or allowing any third party to contribute additional the Pledgor shall promptly register Equity Pledge reflecting its increased capital to contribution with the Domestic Companyrelevant industry and commerce registration authority. 2.7. Without 2.7 The Pledgos may not receive any dividend or bonus in respect of the Pledged Equity except with prior written consent of the Pledgee, . Any dividend or bonus received by the Pledgor shall not consent to the adoption in respect of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity shall be deposited into an account designated by the Pledgee under the custody of the Pledgee and be firstly used to repay the original equityholders’ register (if any) containing Secured Indebtedness. 2.8 Upon occurrence of an Event of Default, the Equity Pledge within five business days from the execution of this Agreement or from the completion Pledgee shall be entitled to dispose of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and of any Pledgor in accordance with the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreementterms hereof. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for 2.1 The Pledgors hereby agree to pledge the timely Pledged Shares they legitimately hold and complete payment and performance have the right to dispose of all Contract Obligations, the Pledgor hereby pledges to the Pledgee in accordance with the Agreement, as a first security interest in all of guarantee for repaying the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by Secured Debts. The Company hereby agrees that the Pledgor, in Pledgors pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 2.2 The Pledgors undertakes to record or cause to be recorded the Equity Pledge arrangement hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered ) in the Shareholders Register and Capital Contribution Certificates at the local branch date of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date execution hereof, and will use his best endeavors to register registering the Equity Pledge with SAIC (the “Registration relevant administration for industry and commerce that governs the Company’s affairs. The Company undertakes to make its best efforts to facilitate the completion of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated above-mentioned registration by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionPledgors. 2.4. 2.3 During the valid term of this the Agreement, unless a direct causation can be established between any wilful conduct or gross negligence on the part of the Pledgee and a decrease in the value of the Pledged Shares, the Pledgee shall not be liable held responsible for any decrease in the value of the Pledge Shares, and the Pledgors have no right of recourse or any way for impairment in right of claim against the Pledgee. 2.4 Subject to Clause 2.3, if there is any real possibility that the value of the Pledged Equity, nor shall Shares may decrease to the Pledgor have any right to make any claims against extent that the rights of the Pledgee for may be impaired, the Pledgee may sell by auction or otherwise the Pledged Shares at any time on behalf of the Pledgors, and also seek the consent of the Pledgors to utilize the proceeds from the auction or sale to pay off the Secured Debts in advance or to deposit such impairment in valuefund at a notary organ at the locality of the Pledgee (all expenses arising therefrom shall be borne by the Pledgee). 2.5. Upon 2.5 When any Event of Default arises from a breach by the occurrence of any Breaching EventCompany or the Pledgors, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Shares in accordance with the manner set forth methods stipulated in Article 4 hereof. 2.6. Without 2.6 With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional Company. Any such increase in capital to contribution shall become part of the Domestic CompanyPledged Shares. 2.7. Without 2.7 The Pledgors undertakes to waive the prior written consent of the Pledgee, the Pledgor shall not consent right to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without declared during the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the valid term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). . 2.8 The Pledgee shall take custody be entitled to dispose of such original documents during any Pledged Shares in accordance with the entire term Agreement upon occurrence of this Agreementany Event of Default arising from a breach by the Company or the Pledgors. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which they legally own and have the right to dispose of, to Pledgees according to the provisions hereof as security for the timely and complete payment and performance of all the Contract ObligationsObligations and repayment of the guaranteed liabilities. The Pledgees agree to accept such pledge. 2.2 Under the provisions of this Agreement, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title guaranteed liabilities and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion guaranteed scope of the equity interests in pledge include: (1) All the Domestic Company obligations under the provisions of the Transaction Agreements, including but not limited to, all the principle and profit of the payable expenses to the Creditors under the provisions of the Transaction Agreement, and the payable interest penalties, compound interests, liquidated damages, compensations, as set forth in Recital well as the expenses owed by the Debtors to the Creditors and the expenses to excise the Creditors rights and encumbrance rights, due to Breaching Events of the Debtors; and (A2) above and hold such equity interests free and clear of encumbrances except All the expenses for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by exercise of the PartiesDebtors’ rights, including but not limited to litigation fees (or arbitration fees), lawyers’ fees, assessment fees, auction fees and travelling expenses, etc. 2.3. 2.3 The Pledgor Pledgors hereby undertakes that he it will do its best to cooperate with the Pledgors to complete the registration with authorities of industry and commerce under this Article. And it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder on the shareholder register of equityholders the Target Company as well as the capital contribution certificate within ten (if any10) days of execution of this Agreement. The Pledgors and Target Company shall submit all the required documents and complete all the procedures under the PRC Law, in order to secure that the Pledgees are registered as the only pledgees of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionpledged equity. 2.4. 2.4 During the valid term of this Agreement, except for the Pledgee willful misconduct or gross negligence of Pledgees, Pledgees shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgees, in respect of the reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.52.5 Only upon prior consent by Pledgees shall Pledgors be able to increase their capital contribution to the Target Company. Upon Further capital contribution made by Pledgor (s) in the occurrence of any Breaching Event, the Pledgee Target Company shall have the right to dispose also be part of the Pledged Equity in Property. The Pledgors and Target company shall complete modification of registration for the manner set forth in pledged equity as stipulated by Article 4 hereof2.3. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. 2.6 During the term of pledge, Pledgees are entitled to receive dividends or share profits, which shall be pledged together with the Equity Pledgepledged property. The dividends or share profits shall be used in priority to offset the expenses due to claiming such fructus. 2.7 Upon prior written notice to Pledgors, the Pledgor shall deliver to the PledgeePledgees may transfer their main principle creditor’s custody the original capital contribution certificate for the Pledged Equity rights as well as other rights and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of under this Agreement, without being required the consent of Pledgors. Pledgors shall do its best to cooperate with Pledgees or the transferees to complete all the required approval or registration procedures. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 The Pledgors hereby agree to pledge, in accordance with the terms of this Agreement, their lawfully owned and disposable equity interests in favor of the Pledgee as the security for the timely and complete payment and performance repayment of all Contract Obligations, the Pledgor Secured Indebtedness. The Company hereby pledges to agrees that Pledgors pledge the Pledged Equities in favor of the Pledgee a first security interest in accordance with the terms of this Agreement. 2.2 The Pledgors undertake to record the share pledge arrangements (“Share Pledge”) in the register of shareholders on the effective date of this Agreement. The Pledgors further undertake to make the best efforts and take all necessary actions to apply with the competent industrial and commercial authority for the registration of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity under this Agreement within ten (10) business days after the “Equity Pledge”). 2.2execution date of this Agreement. The Pledgor shall have been or will Pledgors and the Pledgee shall, pursuant to PRC Laws and all requirements of relevant industrial and commercial authorities, submit all necessary documents and deal with all necessary procedures, ensuring that the pledge right can be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from possible after the date hereofapplication submission, and will use his best endeavors deliver the original copy of the registration certificate (including without limitation the pledge registration notification) to register the Equity Pledge with SAIC (Pledgee; the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge relevant fees shall be completed by using an equity pledge agreement between the Parties substantially in form stipulated borne by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionCompany. 2.4. 2.3 During the term of this Agreement, the Pledgee shall not be liable in whatsoever manner for any way for impairment decrease in the value of the Pledged Equity, nor shall Equities and the Pledgor have Pledgors are not entitled to seek any right to form of recourse or make any claims against request, unless such decrease is caused by the Pledgors’ intention or gross negligence having direct causation to the result. 2.4 Subject to Section 2.3 above, if the Pledged Equities could experience material impairment which is capable to prejudice the rights of the Pledgee, the Pledgee for may at any time auction or sell the Pledged Equities on behalf of the Pledgors and may, as agreed with the Pledgors, apply the proceeds from such impairment in valueauction or sale towards accelerated repayment of the Secured Indebtedness, or deposit such proceeds with a notary public at the place where the Pledgee is located (any costs thereby incurred shall be entirely borne by the Pledgee). 2.5. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Equities in the such manner set forth as prescribed in Article 4 hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.102.6 The Pledgors shall not increase the capital of the Company without prior consent of the Pledgee. The Pledgee shall have the right to collect dividends or any other distribution paid with respect amount of capital added to the Company’s registered capital because of the Pledgors’ contribution shall be deemed as the Pledged Equity during Equities. The Pledgors undertake to record the equity pledge for the increased amount of registered capital under this Clause 2.6 in the register of shareholders within ten (10) business days after the capital increase, to apply with the competent industrial and commercial authority for the registration, and to deliver the original copy of the registration certificate (including without limitation to the pledge registration notification) to the Pledgee; the relevant fees shall be borne by the Company. 2.7 During the term of pledge, the Pledgors are entitled to receive proceeds (including without limitation any dividend, profit and other income) generated by the Pledged Equities. The Pledgors shall not receive any dividend or bonus in respect of the Pledged Equities without prior consent of the Pledgee. The Pledgors’ dividend or bonus obtained from the Pledged Equities shall be deposited in the bank account designated by the Pledgee, being administrated by the Pledgee, and shall be used for the repayment for the Secured Indebtedness. 2.8 Upon occurrence of any Event of Default, the Pledgee shall be entitled to dispose of any Pledgor’s any pledged Equities in the manner as prescribed in this Agreement.

Equity Pledge. 2.1. As collateral The Pledgors hereby agree to pledge, in accordance with the terms of this Agreement, their lawfully owned and disposable Pledge, to the Pledgee as the security for the timely and complete payment and performance of all Contract Obligations, the Pledgor Contractual Obligations and the repayment of the Secured Indebtedness. The Company hereby pledges agrees that the Pledgors who hold its equity to pledge the Pledge to the Pledgee a first security interest in all accordance with the terms of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)this Agreement. 2.2. The Pledgor Pledgors shall have been or will be registered at record the local branch of State Administration for Industry and Commerce equity pledge arrangement (“SAICEquity Pledge”) as one under this Agreement on the Company’s shareholder register upon the execution date of this Agreement, and provide the shareholders of record evidence to the Domestic Company holding his proportion of Pledgee with a form satisfied to the equity interests Pledgee, and provide the Pledgee with the shareholders’ resolutions passed and signed by the Pledgors in the Domestic Company form as set forth out in Recital (A) above and hold such equity interests free and clear Schedule III of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise within 15 days from the execution date of this Agreement or within other time periods agreed by the Parties, and provide other industrial and commercial registration certificate which reflects the Equity Pledge under this Agreement. This Agreement shall prevail if there is any discrepancy between the agreement used to complete the industrial and commercial registration of the Equity Pledge and this Agreement. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in whatsoever manner for any way for impairment decrease in the value of the Pledged Equity, nor shall Pledge and the Pledgor have Pledgors are not entitled to seek any right to make form of recourse or file any claims against the Pledgee, except where such decrease arises out of any willful conduct of the Pledgee for or out of its gross negligence which has an immediate causal link with such impairment result. 2.4. Subject to Section 2.3 above, if there is such possibility of significant decrease in valuethe value of the Pledge as to impair the rights of the Pledgee, the Pledgee may demand the Pledgors to provide other assets as security, and at any time auction or sell the Pledge on behalf of the Pledgors and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards advance repayment of the Secured Indebtedness, or deposit such proceeds with a notary organ where the Pledgee is located (any costs thereby incurred shall be entirely borne by the Pledgee). 2.5. The Pledgee is entitled to the first order of security interest to the Pledge. When any Event of Default occurs, the Pledgee has the right to dispose of the Pledge in the form applied in Section 4 of this Agreement. 2.6. The Pledgors may increase the capital of the Company with the Pledgee’s prior written consent. The amount of capital contributed by the Pledgors in the Company’s registered capital as a result of the capital increase of the Company is also automatically attributed to the Pledge. 2.7. The dividends or bonus which the Pledgors receive in respect of the Pledge shall be deposited in the account designated by the Pledgee, supervised by the Pledgee, as the pledge firstly used for the repayment of the Secured Indebtedness. 2.8. Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption Pledge of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (Pledgors in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term manner as provided in Section 4 of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the 2.1 The Pledgor hereby pledges agrees to pledge the Pledged Property which it legally owns and has the right to dispose of to the Pledgee a first security interest in all according to the provisions hereof as the guarantee for the performance of its Contractual Obligations and repayment of its Guaranteed Liabilities. 2.2 The Pledgor hereby undertakes that it will be responsible for, on the date hereof, recording the arrangement of the Pledgor’s rights, title and interests, whether now owned or equity pledge hereunder (hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) members of the Domestic Company on Company. The Parties shall, immediately after the date hereof or as soon as practicable from the date execution hereof, and will use his make their best endeavors efforts to register complete all formalities in relation to the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In industrial and commercial registration authority to which the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionCompany relates as soon as possible. 2.4. 2.3 During the term of this Agreement, except for the willful material negligence of the Pledgee or that such negligence is directly related as cause/result to the consequence, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equityto, nor shall the Pledgor have any right to make claim in any claims against way or propose any demands on the Pledgee, in respect of the reduction in value of the Pledged Property. 2.4 Subject to compliance with Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize the Pledgee’s rights, the Pledgee for may demand the Pledgor to provide corresponding guarantee as supplements. Where the Pledgor fails to do so, the Pledgee may at any time auction or sell off the Pledged Property on behalf of the Pledgor, and discuss with the Pledgor to use the proceeds from such impairment auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee is domiciled (any costs incurred in valuerelation thereto shall be borne by the Pledgor). 2.5. Upon the occurrence 2.5 In case of any Breaching EventEvent of Default, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner as set forth out in Article 4 hereof. 2.6. Without the prior written consent of the Pledgee, the 2.6 The Pledgor shall not increase the capital of the Company unless with the prior consent of the Pledgee. The increased capital contribution of the Pledgor in the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital due to the Domestic Companycapital increase made by it shall also be deemed as part of the Pledged Property. 2.7. Without 2.7 The Pledgor shall not receive dividends or bonus from the Pledged Property unless with the prior written consent of the Pledgee, . Any dividends received by the Pledgor in connection with the Pledged Property shall not consent to be deposited by the adoption of any shareholders’ resolution or Company into the bank account designated by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, subject to the Pledgor shall not enter into any transactions with supervision of the Domestic CompanyPledgee and used as the Pledged Property to first repay the Guaranteed Liabilities. 2.9. During 2.8 The Pledgor agrees that they will be jointly and severally liable to the term Pledgee for any Event of Default of the Equity Pledgeother Pledgor. Upon the occurrence of the Event of Default, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or dispose of any other distribution paid with respect Pledged Property of any of the Pledgor pursuant to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 The Pledgors hereby pledge all of their rights, ownership and interests upon the Pledged Equity (whatever currently owned or acquired in the future) to the Pledgee as security for the timely and complete payment full repayment or fulfillment by the Pledgors and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all Domestic Company of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity Contractual Obligations (the “Equity Pledge”). 2.2. 2.2 The Pledgor shall Pledgors have been or will be registered at the local branch of the State Administration for Industry and Commerce (the “SAICAIC”) as one of the shareholders of the Domestic Company holding his proportion their respective proportions of the equity interests in the Domestic Company as set forth in Recital (A) and (B) above and hold such equity interests free and clear of encumbrances any security interests except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the PartiesAgreement. 2.3. 2.3 The Pledgor Pledgors hereby undertakes undertake that he they will be responsible for recording the Equity Pledge under this Agreement on the register of equityholders (if any) shareholders of the Domestic Company on the date hereof or as soon as practicable from hereof. The Pledgors undertake to complete the date hereof, and will use his best endeavors to register registration of the Equity Pledge with SAIC the AIC within thirty (30) Working Days from the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated date hereof (or a longer term agreed by the SAICPledgee), subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor Domestic Company and the Pledgee shall and hereby undertakes that he will use his best endeavors fully cooperate with the Pledgors to register the Equity Pledge with SAIC by using the Registration Versioncomplete such registration. 2.4. 2.4 During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor Pledgors have any right to make any claims against the Pledgee for such impairment in value, except where such impairment in value is directly caused by the Pledgee’s willful misconduct or gross negligence. 2.5. 2.5 Upon the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. 2.6 Without the prior written consent of the Pledgee, the Pledgor Pledgors shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital capital, to the Domestic Company. 2.7. 2.7 Without the prior written consent of the Pledgee, the Pledgor Pledgors shall not consent to the adoption of adopt any shareholders’ resolution or by any other means otherwise permit the Domestic Company to declare or distribute any dividends or profits. 2.8. 2.8 Without the prior written consent of the Pledgee, the Pledgor Pledgors shall not enter into any transactions with the Domestic CompanyCompany or any of its subsidiaries (including any private school sponsored by the Domestic Company or any of its subsidiaries as the sponsor, same below). 2.9. During 2.9 Within 5 Working Daysfrom the date hereof (or a longer term agreed by the Pledgee), the Pledgors shall provide the original of the capital contribution certificates (if any) held by it in respect of the Pledged Equity and the original of the register of shareholders of the Domestic Company recording the Equity Pledge to the Pledgee to keep within the term of the Equity Pledge. In case of any change in the percentage of the equity interests held by the Pledgors in the Domestic Company, the Pledgor shall deliver to Pledgors shall, within 5 Working Days from the Pledgee’s custody date on which such change in the percentage of the equity interests is registered with the AIC, provide the original of the updated capital contribution certificate for certificates (if any) held by it in respect of the Pledged Equity and the original equityholders’ of the updated register (if any) containing of shareholders of the Domestic Company recording the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates Pledgee to keep for the Pledged Equity and the updated original equityholders’ register (if any) containing term of the Equity Pledge). The Pledgee shall take custody of such original documents during During the entire term of this Agreement, the Pledgee shall be responsible for keeping the originals of such documents. 2.10. The 2.10 During the term of this Agreement, the Pledgee shall have the right to collect receive the dividends or distributed and any other distribution allocation paid with in respect to of the Pledged Equity during the term of this AgreementEquity.

Equity Pledge. 2.1. 2.1 As the collateral security for the timely and complete full payment of the Secured Debts and the performance of all Contract the Contractual Obligations, the Pledgor hereby pledges create a first ranking pledge over the Pledged Equity in favor of the Pledgee in accordance with this Agreement. Party B agrees that the Pledgor may create pledge over the equity interests in favor of the Pledgee in accordance with this Agreement. 2.2 The Parties understand and agree that the monetary valuation arising from or in connection with the Secured Debts changes and fluctuates until the Settlement Date (as defined in Clause 2.4). Given the change in the monetary valuation of the Secured Debts and that of the equity interests, the Pledgor and the Pledgee may adjust and determine, from time to time prior to the Settlement Date, the maximum Secured Debts secured by the Pledged Equity in aggregate by amending and supplementing this Agreement. 2.3 In case of any of the following events (each, a “Settlement Event”), the value of the Secured Debts shall be determined in accordance with the total amount of the due and outstanding Secured Debts payable to the Pledgee a first security interest in all on the date immediately prior to the occurrence of the Pledgor’s rights, title and interests, whether now owned Settlement Event or hereinafter acquired by the Pledgor, in date on which the Pledged Equity Settlement Event occurs (the “Equity PledgeDetermined Debts”): (1) the VIE Agreements expire or are terminated in accordance with relevant provisions thereunder; (2) a Default Event occurs and remains unresolved, causing the Pledgee to deliver a default notice to the Pledgor in accordance with Clause 6 of this Agreement; (3) the Pledgee, through proper investigation, reasonably considers that the Pledgor and/or Party B have lost the solvency or may be in a condition of insolvency; or (4) any other event under which the Secured Debts are required to be determined in accordance with the PRC laws and regulations. 2.4 For the avoidance of doubt, the date on which a Settlement Event occurs shall be a settlement date (the “Settlement Date”). The Pledgee has the right to realize the pledge at its discretion in accordance with the Clause 6 of this Agreement on or after the Settlement Date. 2.22.5 During the Term of Pledge (as defined in Clause 3), the Pledgee has the right to receive any distributions, dividends or other distributable interests arising from the equity interests. The Pledgor shall have been deposit (or will be registered at cause Party B to deposit) such fructus into an account as designated by the local branch of State Administration for Industry and Commerce (“SAIC”) as one Pledgee in writing after the receipt of the shareholders of Pledgee’s written request, or use the Domestic Company holding his proportion of aforesaid to prepay the equity interests Secured Debts. The above fructus deposited in the Domestic Company account as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed designated by the PartiesPledgee in writing shall not be withdrawn without the Pledgee’s written consent. 2.3. 2.6 With the Pledgee’s prior written consent, the Pledgor may increase their capital contribution to Party B. The increased capital contribution made by the Pledgor hereby undertakes that he will in Party B shall also constitute the Pledged Equity and relevant equity pledge registration shall be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or completed as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionpossible. 2.4. During 2.7 Within the term of this Agreement, the Pledgee shall not be liable for any decrease in any way for impairment in the value of the Pledged Equityequity interests, nor shall unless it is due to the Pledgee’s willful misconduct or gross negligence, and the Pledgor have shall not exercise the right of recourse in any right form or propose any claim against the Pledgee. 2.8 Without prejudice to the provisions in Clause 2.7 of this Agreement, if there is any possibility that the value of the equity interests may decrease significantly, as a result of which the rights of the Pledgee may be impaired, the Pledgor agree that the Pledgee may act on behalf of the Pledgor to auction or sell the equity interests at any time and reach an agreement with the Pledgor to use the amount received from the such auction or sale to prepay the Secured Debts or lodge such amount with the notary office at the place where the Pledgee is located (any fee arising therefrom shall be paid from the amount received from the auction or sale). In addition, the Pledgor shall provide other properties to the satisfaction of the Pledgee as a security. In case of an event that is possible to make any claims against the value of the equity interests decrease significantly and is sufficient to impair the rights of the Pledgees, the Pledgor must notify the Pledgee for such impairment in value. 2.5. Upon a timely manner and, at the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent reasonable request of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, take necessary actions to solve such event or allowing any third party to contribute additional capital to the Domestic Company. 2.7mitigate its adverse effect. Without the prior written consent of the PledgeeOtherwise, the Pledgor shall not consent assume relevant compensation liabilities to the adoption Pledgee in respect of the direct or indirect losses arising therefrom. 2.9 The pledge created over the equity interests under this Agreement is an on-going assurance and it shall remain valid until the Contractual Obligations have been fully performed and the Secured Debts have been fully discharged. Any waive or grace period given by the Pledgee in respect of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent default of the Pledgee, Pledgor or any delay by the Pledgee to perform any of its rights under the VIE Agreement and this Agreement shall not affect the rights of the Pledgee to require the Pledgor shall not enter into and Party B to strictly perform the VIE Agreements and this Agreement at any transactions with time in future under this Agreement and relevant PRC laws and the Domestic Company. 2.9. During VIE Agreements, or the term of the Equity Pledge, the Pledgor shall deliver rights available to the Pledgee’s custody Pledgee when the original capital contribution certificate for Pledgor, Party B violate the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of VIE Agreements and/or this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreementfuture. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the 2.1 Each Pledgor hereby pledges agrees to pledge the Pledged Equity, which it legally owns and has the right to dispose of, to the Pledgee a first security interest in all according to the provisions hereof as the guarantee for the repayment of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by Guaranteed Liabilities. The Company hereby agrees that the Pledgor, in Pledgors pledge the Pledged Equity (to the “Equity Pledge”)Pledgee according to the provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for recording the arrangement of the equity pledge hereunder (“Equity Pledge Pledge”) on the shareholders’ register of equityholders (if any) of the Domestic Company on the date hereof or hereof. Each Pledgor further undertakes that it will make its best endeavors and take all necessary actions to handle the pledge registration of the Equity Pledge hereunder with the relevant industrial and commercial administration as soon as practicable from possible after the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration execution of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionthis Agreement. 2.4. 2.3 During the term of this Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct cause and effect relationship to the reduction in value of the Pledged Equity, the Pledgee shall not be liable in any way for impairment to, nor shall the Pledgors have any right to claim in any way or propose any demand on the Pledgee, in respect of the said reduction in value of the Pledged Equity. 2.4 To the extent not violating the provisions of Article 2.3 above, nor shall in case of any possibility of obvious reduction in value of the Pledgor have any right Pledged Equity which is sufficient to make any claims against jeopardize the Pledgee’s rights, the Pledgee may at any time auction or sell off the Pledged Equity on behalf of Pledgors, and discuss with the Pledgors to use the proceeds from such auction or sale-off for the prepayment of the Guaranteed Liabilities, or may deposit such impairment proceeds with the local notary institution in valuethe place where the Pledgee is domiciled (any fees incurred in relation thereto shall be borne by the Pledgee). Additionally, at the Pledgee’s request, the Pledgors shall provide other property as the guarantee for the Guaranteed Liabilities. 2.5. Upon the occurrence 2.5 In case of any Breaching EventEvent of Default, the Pledgee shall have the right to dispose of the Pledged Equity in the manner as set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by the Pledgee shall the Pledgors be able to increase their capital contribution to the Company. Without Further capital contributions made by the prior written consent of the Pledgee, the Pledgor shall not increase Pledgors to the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to shall also be a part of the Domestic CompanyPledged Equity. 2.72.7 Only upon prior consent by the Pledgee shall the Pledgors be able to receive dividends in respect of the Pledged Equity. Without The dividends received by the prior written consent Pledgors in respect of the Pledged Equity shall be deposited in the account designated by the Pledgee, supervised by the Pledgee and first used to clear off the Guaranteed Liabilities. 2.8 In case of any Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of any Pledgor shall not consent pursuant to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profitsprovisions hereof. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for 2.1 The Pledgors hereby agree to pledge the timely Pledges they legally own and complete payment and performance have right to dispose of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all accordance with this Agreement, so as to secure the performance of the Pledgor’s rights, title Contractual Obligations and interests, whether now owned or hereinafter acquired by the Pledgor, in repayment of the Pledged Equity Secured Indebtedness. 2.2 The Pledgors warrant that they shall record the equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) hereunder in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholder register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the execution date hereof or as soon as practicable from the date hereofof this Agreement, and will shall use his their best endeavors to register such Equity Pledge with the industry and commerce registration authority in accordance with Article 2.3. 2.3 The Pledgors covenant that they will, within three (3) working days after the execution of this Agreement, procure and cooperate with the Company to submit the application to the relevant industry and commerce registration authority for the pledge registration in relation to the Equity Pledge with SAIC (the “Registration of Equity PledgePledge Registration”), and shall complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies. The Equity Pledge shall take effect from the completion date of the Equity Pledge Registration. 2.4 In the event of any possible obvious decrease in the value of the Pledges, which is sufficient to detriment the rights of the Pledgee, the Pledgee may, at any time, require the Pledgors to provide additional security. In the event the SAIC requires that the Registration Pledgors refuse to or are not able to provide such addition security, the Pledgee may represent the Pledgors to auction or sell off the Pledges, and to reach an agreement with the Pledgors to use the proceeds from the auction or sale for prepayment of Equity Pledge the Secured Indebtedness or deliver the proceeds to a notary public at the place of the Pledgee for escrow (all expenses arising therefrom shall be completed by using an equity pledge agreement between the Parties substantially in form stipulated borne by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionPledgors). 2.4. During the term of this Agreement2.5 Where any Default Event occurs, the Pledgee shall not be liable in any way for impairment in value entitled to dispose of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment Pledges in valueaccordance with Article IV hereof. 2.52.6 Without prior consent of the Pledgee, the Pledgors shall not increase the registered capital of the Company. Upon The increased capital contribution due to the occurrence capital increase by the Pledgors shall be within the scope of the Pledges. 2.7 Without prior consent of the Pledgee, the Pledgors shall not receive any Breaching Eventequity dividends or dividends with respect to the Pledges. The equity dividends or dividends arising from the Pledges distributed to the Pledgors shall be deposited in an account designated by and under the monitor of the Pledgee, to be used as the Pledges for repayment of the Secured Indebtedness. 2.8 Where any Default Event occurs, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent any of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption Pledges of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions Pledgors in accordance with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for the timely 2.1 The Pledgors agree to pledge all equity legally owned by them and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges at their disposal to the Pledgee a first as security interest in all for performance of the Pledgor’s rights, title Contract Obligations and interests, whether now owned or hereinafter acquired payment of the Guaranteed Liabilities by the Pledgor, in Pledgors according to the Pledged Equity (the “Equity Pledge”)Agreement. 2.2. 2.2 The Pledgor shall have been or will be registered at Pledgors shall, register the local branch of State Administration equity pledge hereunder with the administration for Industry industry and Commerce (“SAIC”) as one commerce with jurisdiction over the Company within ten working days after the execution of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise or on other dates agreed by the Parties. The pledge rights hereunder shall be established upon registration of the pledge with the administration for industry and commerce. 2.3. 2.3 The Pledgor hereby undertakes that he will be responsible for recording Company shall, and the Pledgors shall cause the Company to record the Pledge of the Pledged Equity Pledge as specified in the Agreement on the share register, and agree to submit the only share register of equityholders (if any) to the Pledgee for safekeeping. In addition, the Company shall not set up any other share register. 2.4 During the valid term of the Domestic Company on Agreement, except for the date hereof willful misconduct or as soon as practicable from gross negligence of the date hereof, and will use his best endeavors to register Pledgee which has direct causation with the Equity Pledge with SAIC (reduction in value of the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this AgreementPledged Equity, the Pledgee shall not be liable in any way, nor shall the Pledgors have any right to claim in any way for impairment or propose any demands on the Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence 2.5 In case of any Breaching EventEvent of Default, the Pledgee shall have the right to dispose of the Pledged Equity in the manner way set forth out in Article 4 hereof. 2.6. Without 2.6 With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase their capital contribution to the registered capital Company, transfer or accept the transfer of any equity of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without 2.7 With the prior written consent of the Pledgee, the Pledgor shall not consent Pledgors may be able to receive dividends, share profits or receive other profit distributions from the adoption of any shareholders’ resolution or by any other means permit Pledged Equity. The Pledgors agree that during the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term existence of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect receive any dividends or share profits from the Pledged Equity. The Company shall pay the partial amount to the bank account designated by the Pledgee. 2.8 The additional equity acquired by the Pledgors under Article 2.6 or 2.7, that is, further capital contribution made by the Pledgors to the registered capital of the Company due to capital increase to the Company, acceptance of equity transfer, or distribution of dividends by the Company or any other distribution paid with respect reason, shall also be part of the Pledged Equity. The Company shall, and the Pledgors shall cause the Company to record change to the Equity Pledge on the Company’s share register on the date of change to the Pledged Equity during (including but not limited to capital increase), and complete the term registration of this Agreementchange to the Equity Pledge with the administration for industry and commerce within 15 days after the change. 2.9 To the extent not violating provision of Article 2.4 above, in case of any possibility of obvious reduction in value of the Pledged Equity which is sufficient to jeopardize the Pledgee’s rights, the Pledgee may at any time auction or realize the Pledged Equity on behalf of the Pledgors, and discuss with the Pledgors to use the proceeds from such auction or realization as early repayment of the Guaranteed Liabilities, or may escrow such proceeds with the local notary institution where the Pledgee is domiciled (any resulting fees shall be borne by the Pledgee). In addition, as requested by the Pledgee, the Pledgors should provide other property as security.

Equity Pledge. 2.1. As 2.1 Pledgers hereby agree to pledge to Pledgee the Collateral which Pledgers legally own and of which Pledgers have the right to dispose pursuant to this Agreement as a collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to Contractual Obligations and the Pledgee a first security interest in all discharge of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by Secured Liabilities. 2.2 Pledgers shall cause entry of the Pledgor, in pledge arrangement of the Pledged Equity equity interest hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) onto the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholder register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, provide the entry document thereof to Pledgee in form satisfactory to it, and will use his best endeavors issue to register Pledgee a certification document evidencing that the Equity Pledge has been registered with SAIC the relevant administration for industry and commerce within fifteen (15) days following the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term execution of this Agreement, the . 2.3 Pledgee shall not be liable in held responsible for any way for impairment in depreciation of value of the Pledged Equity, nor Collateral during the term hereof and Pledgers shall the Pledgor not have any right to make any claims of recourse or claim against Pledgee, unless such value depreciation arises out of Pledgee’s willful misconduct, or out of Pledgee’s gross negligence which constitutes the Pledgee for immediate cause of such impairment in valuedepreciation. 2.5. Upon 2.4 Subject to the occurrence provisions of Section 2.3 above, in the event that Pledgee’s interests is fully exposed to any possible material depreciation of value of the Collateral, Pledgee may at any time sell off or auction the Collateral on behalf of Pledgers and, upon mutual agreement with Pledgers, the proceeds thereof may be applied to earlier discharge of the Secured Liabilities or placed in escrow with the public notary of the area where Pledgee is located at Pledgers’ own expense. 2.5 In the event of any Breaching EventEvent of Default, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Collateral pursuant to Article 4 Four hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not 2.6 Pledgers may increase their contribution to the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute only upon Pledgee’s prior consent. Any such additional capital contribution of Pledgers shall also be deemed part of Collateral. 2.7 Pledgers are entitled to receive dividend or interest in respect of the Collateral only upon Pledgee’s prior consent. Such dividend or interest shall be deposited into an escrow account designated and supervised by Pledgee, and be applied to the Domestic Companydischarge of the Secured Liabilities in the first priority. 2.7. Without 2.8 In the prior written consent event of the Pledgee, the Pledgor shall not consent to the adoption occurrence of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent Event of the PledgeeDefault, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or dispose of any other distribution paid with respect Collateral pursuant to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral 2.1 Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the repayment of the Guaranteed Liabilities. Gridsum Holdco hereby agrees that the Pledgor hereby pledges who legally hold equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all according to the provisions hereof. 2.2 Pledgor hereby covenants that it will be responsible for, recording the arrangement of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the shareholder register of equityholders (if any) of the Domestic Company Gridsum Holdco on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce where Gridsum Holdco registers. In the event the SAIC requires Gridsum Holdco covenants that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject it will do its best to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and cooperate with the Pledgor shall to complete the registration with authorities of industry and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship with the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and negotiate with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution to keep where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgor). 2.5 The Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee, Pledgor may increase its capital contribution to Gridsum Holdco. Without the prior written consent Further capital contribution made by Pledgor in Gridsum Holdco shall also be part of the Pledged Property. 2.7 Only upon prior consent by Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party may be able to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgor from the execution Pledged Property shall be deposited into a bank account designated by Pledgee to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the 2.1 The Pledgor hereby pledges agrees to pledge the Pledged Equity that it legally owns and has the right of disposal to the Pledgee a first in accordance with the provisions of this Agreement as security interest in all for discharge of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by Secured Debts. The Company hereby agrees that the Pledgor, in Pledgor pledges the Pledged Equity to the Pledgee in accordance with the provisions of this Agreement. 2.2 The Pledgor undertakes that it will record the equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) under this Agreement in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholders’ register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, of signing of this Agreement and will use his best endeavors responsively register with the Company’s industrial and commercial registration authority. The Company undertakes that it will make the greatest efforts to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and help the Pledgor shall complete the industrial and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommercial registration specified in this article. 2.4. 2.3 During the term validity period of this Agreement, the Pledgee shall does not be liable in bear any way liability for impairment in value any depreciation of the Pledged EquityEquity unless the depreciation is caused by the Pledgee’s intentional serious negligence or serious negligence directly associated with relevant consequences, nor shall and the Pledgor shall have any no right to make any claims claim against the Pledgee for such impairment in valueany form or raise any requirement. 2.5. Upon 2.4 Subject to the occurrence aforesaid Article 2.3, where any potential obvious depreciation of the Pledged Equity is sufficient to endanger the Pledgee’s rights, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor, and may, upon agreement with the Pledgor, prepay the Secured Debts with the monies from auction or sale of the Pledged Equity or deposit the said monies in the notary organ at the location of the Pledgee (with all expenses arising therefrom borne by the Pledgee). 2.5 In the event of any Breaching EventEvent of the Company or the Pledgor, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without 2.6 The Pledgor may increase investment in the Company with the written prior written consent of the Pledgee, the Pledgor shall not increase the registered capital . The increased amount of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital contribution to the Domestic CompanyCompany from the Pledgor’s increased investment in the Company shall also belong to the Pledged Equity. 2.7. Without 2.7 The Pledgor undertakes to waive the prior written consent of the Pledgee, the Pledgor shall not consent right to the adoption of any shareholders’ resolution or by any other means permit dividends on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without Pledged Equity during the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term validity period of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. 2.8 The Pledgee shall have the right to collect dividends dispose of any Pledged Equity of the Pledgor according to this Agreement after occurrence of the Breaching Event of the Company or any other distribution paid with respect the Pledgor. 2.9 The Pledgor undertakes to handle matters relating to the Pledged Equity during the term of equity pledge registration specified under this Agreement. For the purpose of completing the formalities for equity pledge registration, the parties may conclude a separate agreement on the Equity Pledge according to the requirements of registration authorities. In case of any inconsistency between any documents needed to be signed for completing relevant formalities and those under this Agreement, this Agreement shall prevail.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgees according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of Pledgees according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the Pledgee willful misconduct or gross negligence of Pledgees which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgees shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgees may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgees are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 The Pledgees as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee Pledgees shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgees shall Pledgors be able to increase their capital contribution to any or all of the Pledgee, Target Companies. Further capital contribution made by Pledgor (s) in the Pledgor Target Company shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.7. Without the 2.7 Only upon prior written consent of the Pledgee, the Pledgor by Pledgees shall not consent Pledgors be able to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgors from the execution Pledged Property shall be deposited into Pledgees's bank account designated by Pledgees respectively, to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgees and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce Market Regulation (“SAICSAMR”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC SAMR (the “Registration of Equity Pledge”). In the event the SAIC SAMR requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAICSAMR, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC SAMR by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days Business Days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the 2.1 The Pledgor hereby pledges agrees to pledge the Pledged Property (that it lawfully owns and is entitled to dispose of) to the Pledgee a first security interest in all accordance with this Agreement as the guarantee for the performance of the Pledgor’s rights, title Contract Obligations and interests, whether now owned or hereinafter acquired by the Pledgor, in repayment of the Pledged Equity (the “Equity Pledge”)Guaranteed Liabilities. 2.2. 2.2 The Pledgor Company shall have been or will be registered at record the local branch arrangement of State Administration for Industry and Commerce (“SAIC”) as one equity pledge hereunder on the shareholder register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the PartiesCompany. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During 2.3 With the term of this Agreement, except for the willful misconduct or gross negligence (which is directly related as cause/result to the consequence) of the Pledgee, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equityto, nor shall the Pledgor have any right to make claim in any claims against way or propose any demands on the Pledgee, in respect of the reduction in value of the Pledged Property. 2.4 Subject to above Section 2.3, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, the Pledgee for may at any time auction or sell off the Pledged Property on behalf of the Pledgor to use the proceeds from such impairment in valueauction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee is registered (any fees arising therefrom shall be borne by the Pledgor). 2.5. Upon the occurrence 2.5 In case of any Breaching breaching Event, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Property in the manner set forth out in Article Section 4 hereof. 2.6. 2.6 Without the prior written consent of the Pledgee, the Pledgor shall not increase its capital contribution to the registered capital Company. The increase contribution amount of the Domestic Pledgor in the Company by contributing additional capital, or allowing any third party to contribute additional as a result of the foresaid capital to increase shall also be a part of the Domestic CompanyPledged Property. 2.7. Without 2.7 Under the precondition that the prior written consent of the PledgeePledgee has been obtained, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any may receive dividends or profitsshare profits from the Pledged Property. Such dividends or share profits received by the Pledgor from the Pledged Property shall be deposited into the account designated by the Pledgee and be under the supervision of the Pledged. Such dividends or share profits shall be used as the Pledged Property to repay in priority the Guaranteed Liabilities. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. 2.8 The Pledgee shall have the right to collect dividends or dispose of any other distribution paid Pledged Property of the Pledgor in accordance with respect to the Pledged Equity during the term this Agreement in case of this Agreementa Breaching Event.

Equity Pledge. 2.1. As collateral 2.1 Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the repayment of the Guaranteed Liabilities. Gridsum Holdco hereby agrees that the Pledgor hereby pledges who legally hold equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all according to the provisions hereof. 2.2 Pledgor hereby covenants that he/she will be responsible for, recording the arrangement of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the shareholder register of equityholders (if any) of the Domestic Company Gridsum Holdco on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce where Gridsum Holdco registers. In the event the SAIC requires Gridsum Holdco covenants that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject it will do its best to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and cooperate with the Pledgor shall to complete the registration with authorities of industry and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship with the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and negotiate with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution to keep where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgor). 2.5 The Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee, Pledgor may increase his/her capital contribution to Gridsum Holdco. Without the prior written consent Further capital contribution made by Pledgor in Gridsum Holdco shall also be part of the Pledged Property. 2.7 Only upon prior consent by Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party may be able to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgor from the execution Pledged Property shall be deposited into a bank account designated by Pledgee to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As 2.1 Pledgors hereby agree to pledge to Pledgee the Collateral which Pledgors legally own and of which Pledgors have the right to dispose pursuant to this Agreement as a collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to Contractual Obligations and the Pledgee a first security interest in all discharge of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by Secured Liabilities. 2.2 Pledgors shall cause entry of the Pledgor, in pledge arrangement of the Pledged Equity equity interest hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) onto the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholder register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, provide the entry document thereof to Pledgee in form satisfactory to it, and will use his best endeavors issue to register Pledgee a certification document evidencing that the Equity Pledge has been registered with SAIC the relevant administration for industry and commerce within fifteen (15) days following the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term execution of this Agreement, the . 2.3 Pledgee shall not be liable in held responsible for any way for impairment in depreciation of value of the Pledged Equity, nor Collateral during the term hereof and Pledgors shall the Pledgor not have any right to make any claims of recourse or claim against Pledgee, unless such value depreciation arises out of Pledgee’s willful misconduct, or out of Pledgee’s gross negligence which constitutes the Pledgee for immediate cause of such impairment in valuedepreciation. 2.5. Upon 2.4 Subject to the occurrence provisions of Section 2.3 above, in the event that Pledgee’s interests is fully exposed to any possible material depreciation of value of the Collateral, Pledgee may at any time sell off or auction the Collateral on behalf of Pledgors and, upon mutual agreement with Pledgors, the proceeds thereof may be applied to earlier discharge of the Secured Liabilities or placed in escrow with the public notary of the area where Pledgee is located at Pledgors’ own expense. 2.5 In the event of any Breaching EventEvent of Default, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Collateral pursuant to Article 4 Four hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not 2.6 Pledgors may increase their contribution to the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute only upon Pledgee’s prior consent. Any such additional capital contribution of Pledgors shall also be deemed part of Collateral. 2.7 Pledgors are entitled to receive dividend or interest in respect of the Collateral only upon Pledgee’s prior consent. Such dividend or interest shall be deposited into an escrow account designated and supervised by Pledgee, and be applied to the Domestic Companydischarge of the Secured Liabilities in the first priority. 2.7. Without 2.8 In the prior written consent event of the Pledgee, the Pledgor shall not consent to the adoption occurrence of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent Event of the PledgeeDefault, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or dispose of any other distribution paid with respect Collateral pursuant to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. 2.1 As the collateral security for the timely and complete full payment of the Secured Debts and the performance of all Contract the Contractual Obligations, the Pledgor Pledgors hereby pledges to the Pledgee create a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in ranking pledge over the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one in favor of the shareholders of Pledgee in accordance with this Agreement. Party B agrees that the Domestic Company holding his proportion of Pledgors may create pledge over the equity interests in favor of the Domestic Company Pledgee in accordance with this Agreement. 2.2 The Parties understand and agree that the monetary valuation arising from or in connection with the Secured Debts changes and fluctuates until the Settlement Date (as set forth defined in Recital (A) above Clause 2.4). Given the change in the monetary valuation of the Secured Debts and hold such that of the equity interests free interests, the Pledgors and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed Pledgee may adjust and determine, from time to time prior to the Settlement Date, the maximum Secured Debts secured by the PartiesPledged Equity in aggregate by amending and supplementing this Agreement. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register 2.3 In case of equityholders (if any) any of the Domestic Company following events (each, a “Settlement Event”), the value of the Secured Debts shall be determined in accordance with the total amount of the due and outstanding Secured Debts payable to the Pledgee on the date hereof immediately prior to the occurrence of the Settlement Event or the date on which the Settlement Event occurs (the “Determined Debts”): (1) the VIE Agreements expire or are terminated in accordance with relevant provisions thereunder; (2) a Default Event occurs and remains unresolved, causing the Pledgee to deliver a default notice to the Pledgors in accordance with Clause 6 of this Agreement; (3) the Pledgee, through proper investigation, reasonably considers that the Pledgors and/or Party B or the Schools have lost the solvency or may be in a condition of insolvency; or (4) any other event under which the Secured Debts are required to be determined in accordance with the PRC laws and regulations. 2.4 For the avoidance of doubt, the date on which a Settlement Event occurs shall be a settlement date (the “Settlement Date”). The Pledgee has the right to realize the pledge at its discretion in accordance with the Clause 6 of this Agreement on or after the Settlement Date. 2.5 During the Term of Pledge (as defined in Clause 3), the Pledgee has the right to receive any distributions, dividends or other distributable interests arising from the equity interests. The Pledgors shall deposit (or cause Party B to deposit) such fructus into an account as designated by the Pledgee in writing after the receipt of the Pledgee’s written request, or use the aforesaid to prepay the Secured Debts. The above fructus deposited in the account as designated by the Pledgee in writing shall not be withdrawn without the Pledgee’s written consent. 2.6 With the Pledgee’s prior written consent, the Pledgors may increase their capital contribution to Party B. The increased capital contribution made by the Pledgors in Party B shall also constitute the Pledged Equity and relevant equity pledge registration shall be completed as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionpossible. 2.4. During 2.7 Within the term of this Agreement, the Pledgee shall not be liable for any decrease in any way for impairment in the value of the Pledged Equityequity interests, nor unless it is due to the Pledgee’s willful misconduct or gross negligence, and the Pledgors shall not exercise the Pledgor have right of recourse in any right form or propose any claim against the Pledgee. 2.8 Without prejudice to the provisions in Clause 2.7 of this Agreement, if there is any possibility that the value of the equity interests may decrease significantly, as a result of which the rights of the Pledgee may be impaired, the Pledgors agree that the Pledgee may act on behalf of the Pledgors to auction or sell the equity interests at any time and reach an agreement with the Pledgors to use the amount received from the such auction or sale to prepay the Secured Debts or lodge such amount with the notary office at the place where the Pledgee is located (any fee arising therefrom shall be paid from the amount received from the auction or sale). In addition, the Pledgors shall provide other properties to the satisfaction of the Pledgee as a security. In case of an event that is possible to make any claims against the value of the equity interests decrease significantly and is sufficient to impair the rights of the Pledgees, the Pledgors must notify the Pledgee for such impairment in value. 2.5. Upon a timely manner and, at the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent reasonable request of the Pledgee, take necessary actions to solve such event or mitigate its adverse effect. Otherwise, the Pledgor Pledgors shall assume relevant compensation liabilities to the Pledgee in respect of the direct or indirect losses arising therefrom. 2.9 The pledge created over the equity interests under this Agreement is an on-going assurance and it shall remain valid until the Contractual Obligations have been fully performed and the Secured Debts have been fully discharged. Any waive or grace period given by the Pledgee in respect of any default of the Pledgors or any delay by the Pledgee to perform any of its rights under the VIE Agreement and this Agreement shall not increase affect the registered capital rights of the Domestic Company by contributing additional capitalPledgee to require the Pledgors and Party B to strictly perform the VIE Agreements and this Agreement at any time in future under this Agreement and relevant PRC laws and the VIE Agreements, or allowing any third party to contribute additional capital the rights available to the Domestic Company. 2.7. Without Pledgee when the prior written consent of Pledgors, Party B or the Pledgee, Schools violate the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of VIE Agreements and/or this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreementfuture. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral The Pledgors hereby agree to pledge, in accordance with the terms hereof, their lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely and complete payment and performance repayment of all Contract Obligations, the Pledgor Secured Indebtedness. The Company hereby pledges agrees for the Pledgors to so pledge the Pledged Equity to the Pledgee a first security interest in all of accordance with the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)terms hereof. 2.2. The Pledgor shall have been or Pledgors covenant that they will be registered at assume the local branch responsibility of State Administration for Industry and Commerce recording the equity pledge arrangement (“SAICEquity Pledge”) as one hereunder in the shareholders’ register of the shareholders Company as of the Domestic Company holding his proportion effectiveness of the equity interests transfer prescribed in the Domestic Company as set forth in Recital (A) above Equity Transfer Agreement and hold such equity interests free and clear of encumbrances except for registering the Equity Pledge with the industry and commerce registration authority having jurisdiction over the Company. The Company covenants that it will use its best efforts to cooperate with the Pledgors in relation to the completion of the industry and commerce registration as provided mentioned in this Agreement and/or as otherwise agreed by the PartiesSection. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreementhereof, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor Equity and the Pledgors shall the Pledgor have any no right to make seek any form of recourse or bring any claims against the Pledgee for in connection therewith, except where such impairment in valuediminution arises out of any willful conduct of the Pledgee or out of its material omission having immediate causal link with such result. 2.4. Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgors and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards early full satisfaction of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. 2.5. Upon the occurrence of any Breaching EventEvent of Default of the Company or any Pledgor, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth as prescribed in Article Section 4 hereof. 2.6. Without The Pledgors may not increase the capital of the Company except with prior written consent of the Pledgee, . Any increase in the Pledgor shall not increase capital contributed by the Pledgors to the registered capital of the Domestic Company by contributing additional capital, or allowing as a result of any third party to contribute additional capital to increase shall equally become part of the Domestic CompanyPledged Equity. 2.7. Without The Pledgors may not receive any dividend or bonus in respect of the Pledged Equity except with prior written consent of the Pledgee, . Any dividend or bonus received by the Pledgor Pledgors in respect of the Pledged Equity shall not consent to be deposited into an account designated by the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profitsPledgee. 2.8. Without the prior written consent Upon occurrence of an Event of Default of the PledgeeCompany or any Pledgor, the Pledgee shall be entitled to dispose of any Pledged Equity of any Pledgor shall not enter into any transactions in accordance with the Domestic Companyterms hereof. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgees according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Century Shenghuo hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of Pledgees according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic Company Century Shenghuo on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of Century Shenghuo. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Century Shenghuo respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the Pledgee willful misconduct or gross negligence of Pledgees which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgees shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgees may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgees are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 The Pledgees as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee Pledgees shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgees shall Pledgors be able to increase their capital contribution to any or all of the Pledgee, Century Shenghuo. Further capital contribution made by Pledgor (s) in the Pledgor Century Shenghuo shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.7. Without the 2.7 Only upon prior written consent of the Pledgee, the Pledgor by Pledgees shall not consent Pledgors be able to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgors from the execution Pledged Property shall be deposited into Pledgees's bank account designated by Pledgees respectively, to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgees and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Pledgor hereby agrees to pledge the Pledged Property, which he legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the repayment of the Guaranteed Liabilities. Shanghai Ruili hereby agrees that the Pledgor hereby pledges who legally holds equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Pledgor hereby undertakes that he will be responsible for for, recording the arrangement of the equity pledge hereunder (hereinafter, the “Equity Pledge Pledge”) on the shareholder register of equityholders (if any) of the Domestic Company Shanghai Ruili on the date hereof or as soon as practicable from the date hereof, and will use do his best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce where Shanghai Ruili registers. In the event the SAIC requires Shanghai Ruili undertakes that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject it will do its best to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and cooperate with the Pledgor shall to complete the registration with authorities of industry and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship with the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any Breaching Eventpossibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may request Pledgor to provide additional security and in case where Pledgor refuses to provide such additional security, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution to keep where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgor). 2.5 The Pledgee as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Event of Default, Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee, Pledgor may increase his capital contribution to Shanghai Ruili. Without the prior written consent Further capital contribution made by Pledgor in Shanghai Ruili shall also be part of the Pledged Property. 2.7 Only upon prior consent by Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party may be able to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgor from the execution Pledged Property shall be deposited into a bank account designated by Pledgee to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for 2.1 The Pledgors hereby agree to pledge the timely Pledged Equity that they legally own and complete payment and performance have the right of all Contract Obligations, the Pledgor hereby pledges disposal to the Pledgee a first in accordance with the provisions of this Agreement as security interest in all for discharge of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by Secured Debts. The Company hereby agrees that the Pledgor, in Pledgors pledge the Pledged Equity to the Pledgee in accordance with the provisions of this Agreement. 2.2 The Pledgors undertake that they will record the equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) under this Agreement in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholders’ register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, of signing of this Agreement and will use his best endeavors to responsively register with the Equity Pledge with SAIC (the “Registration of Equity Pledge”)Company’s industrial and commercial registration authority. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby The Company undertakes that he it will use his best endeavors make the greatest efforts to register help the Equity Pledge with SAIC by using Pledgors complete the Registration Versionindustrial and commercial registration specified in this article. 2.4. 2.3 During the term validity period of this Agreement, the Pledgee shall does not be liable in bear any way liability for impairment in value any depreciation of the Pledged EquityEquity unless the depreciation is caused by the Pledgee’s intentional serious negligence or serious negligence directly associated with relevant consequences, nor and the Pledgors shall the Pledgor have any no right to make any claims claim against the Pledgee for such impairment in valueany form or raise any requirement. 2.5. Upon 2.4 Subject to the occurrence aforesaid Article 2.3, where any potential obvious depreciation of the Pledged Equity is sufficient to endanger the Pledgee’s rights, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgors, and may, upon agreement with the Pledgors, prepay the Secured Debts with the monies from auction or sale of the Pledged Equity or deposit the said monies in the notary organ at the location of the Pledgee (with all expenses arising therefrom borne by the Pledgee). 2.5 In the event of any Breaching EventEvent of the Company or the Pledgors, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without 2.6 The Pledgors may increase investment in the Company with the written prior written consent of the Pledgee, the Pledgor shall not increase the registered capital . The increased amount of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital contribution to the Domestic CompanyCompany from the Pledgors’ increased investment in the Company shall also belong to the Pledged Equity. 2.7. Without 2.7 The Pledgors undertake to waive the prior written consent of the Pledgee, the Pledgor shall not consent right to the adoption of any shareholders’ resolution or by any other means permit dividends on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without Pledged Equity during the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term validity period of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. 2.8 The Pledgee shall have the right to collect dividends or dispose of any other distribution paid with respect to the Pledged Equity during of the term Pledgors according to this Agreement after occurrence of this Agreementthe Breaching Event of Kingsoft Cloud Network, the Company or the Pledgors.

Equity Pledge. 2.1. As the collateral security for the timely and complete full payment of the Secured Debts and the performance of all Contract the Contractual Obligations, the Pledgor Pledgors hereby pledges to the Pledgee create a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in ranking pledge over the Pledged Equity (that it legally owns and has the “Equity Pledge”)right to dispose of in favor of Pledgee in accordance with this Agreement. The Company agrees that Xxxxxxxx may create pledge over the equity interests in favor of Pledgee in accordance with this Agreement. 2.2. The Pledgor Xxxxxxxx agree and undertake that, upon the execution of this Agreement, Xxxxxxxx shall have been or will be registered at immediately record the local branch equity pledge arrangement hereunder on the register of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion on the date on which this Agreement is executed. And Pledgors further undertake that they shall use their best efforts and take all necessary means to apply to the appropriate industrial and commercial administration authorities for registering the creation (or change) of the equity interests pledge under this Agreement. Pledgors and Pledgee shall submit all necessary documents and carry out all necessary procedures in accordance with PRC Laws and the Domestic Company requirements of the relevant industrial and commercial administration authorities to ensure that the equity pledge is registered as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for soon as possible after the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Partiesapplication is submitted. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During Within the term of this Agreement, the Pledgee shall not be liable for any decrease in any way for impairment in the value of the Pledged Equityequity interests, unless it is due to Pledgee’s willful misconduct or gross negligence, nor shall Pledgors be entitled to the Pledgor have right of recourse in any right form or propose any claim against Pledgee. 2.4. Without prejudice to make the provisions in Clause 2.3 of this Agreement, if there is any claims against possibility that the value of the equity interests may decrease significantly, as a result of which the rights of Pledgee for may be impaired, Pledgors agree that Pledgee may act on behalf of Pledgors to auction or sell the equity interests at any time and reach an agreement with Pledgors to use the amount received from the such impairment in valueauction or sale to prepay the Secured Debts or lodge such amount with the notary office at the place where Pledgee is located (any fee arising therefrom shall be paid from the amount received from the auction or sale). In addition, Pledgors shall provide other properties to the satisfaction of Pledgee as a security. 2.5. Upon the occurrence of any Breaching Default Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article Clause 4 hereof. 2.6. Without During the term of this Agreement, with Xxxxxxx’s prior written consent, Pledgors may increase their capital contribution to the Company. The increased capital contribution made by Pledgors in the Company shall also constitute the Pledged Equity and relevant equity pledge registration shall be completed as soon as possible. 2.7. During the Term of Pledge, to the extent that the PRC Law permits, Pledgee has the right to receive any distributions, dividends or other distributable interests arising from the equity interests. With the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital Pledgors may receive dividends or distributions in respect of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7Pledged Equity. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any The dividends or profits. 2.8. Without the prior written consent distributions received by Pledgors in respect of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity shall be deposited in the designated account of Pledgee, held in escrow by Pledgee, and shall first be used to satisfy the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementSecured Debts. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security for 2.1 The Pledgors agree to pledge the timely pledged equity legally owned by them and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges at their disposal to the Pledgee a first as security interest in all for payment of the Guaranteed liabilities according to this Agreement. The Company agrees to the Pledgors pledge of the pledged equity to the Pledgee as specified in this Agreement. Specifically, on the date of execution of this Agreement, [Name of Pledgor] pledges his equity accounting for [% of Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, Equity Interest in the Pledged VIE] % of the Company’s registered capital (equivalent to a contribution of RMB ) to the Pledgee; and [Name of Pledgor] pledges its equity accounting for [% of Pledgor’s Equity Interest in the VIE] % of the Company’s registered capital (equivalent to a contribution of RMB ) to the Pledgee. 2.2 The Pledgors hereby undertake that they will be responsible for registering the arrangement of the equity pledge hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) with registration authorities of industry and commerce where the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company registers on the date hereof or as soon as practicable from of execution of this Agreement. The Company undertakes that it will do its best to cooperate with the Pledgors to complete the registration with authorities of industry and commerce under this Article. The equity pledge under this Agreement shall be established on the date hereof, when the pledge is registered with the registration authorities of industry and will use his best endeavors to register commerce where the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionCompany registers. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct cause and effect relationship with the reduction in value of the Pledged Equity, the Pledgee shall not be liable in any way, nor shall the Pledgors have any right to claim in any way for impairment or propose any demands on the Pledgee, in respect of the said reduction in value of the Pledged Equity. 2.4 To the extent not violating provision of Article 2.3 above, nor shall in case of any possibility of obvious reduction in value of the Pledgor have any right Pledged Equity which is sufficient to make any claims against jeopardize the Pledgee’s rights, the Pledgee may at any time auction or sell off the Pledged Equity on behalf of the Pledgors, and discuss with the Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee is domiciled for such impairment keeping (any fees incurred in valuerelation thereto shall be borne by the Pledgee). In addition, as requested by the Pledgee, the Pledgors should provide other property as security for the Guaranteed Liabilities. 2.5. Upon the occurrence 2.5 In case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner way set forth out in Article 4 hereof. 2.6. Without 2.6 With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase their capital contribution to the Company. Further contribution made by the Pledgors to the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to shall also be part of the Domestic CompanyPledged Equity. 2.7. Without 2.7 With the prior written consent of the Pledgee, the Pledgor shall not consent Pledgors may be able to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profitsshare profits from the Pledged Equity. 2.8. Without the prior written consent of the Pledgee2.8 Where a Breaching Event occurs, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have has the right to collect dividends or dispose of any other distribution paid with respect to the Pledged Equity during of any of the term Pledgors in accordance with the provisions of this AgreementAgreements.

Equity Pledge. 2.1. As collateral 2.1 The Pledgor hereby agrees to pledge, in accordance with the terms hereof, its lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely and complete payment and performance of all Contract Obligations, Contractual Obligations and the repayment of the Secured Indebtedness. The Company hereby agrees for the Pledgor hereby pledges to pledge the Pledged Equity to the Pledgee a first security interest in all of accordance with the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, terms hereof in the Pledged Equity form of first priority pledge. 2.2 The Pledgor shall record the equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) hereunder in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholders’ register of the shareholders Company as of the Domestic Company holding his proportion signing date of this Agreement, and shall provide the equity interests Pledgee with proof of such registration in form satisfactory to the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3Pledgee. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on Within 15 days from the date hereof or as soon as practicable from within other time limit agreed by all Parties, the date hereof, Pledgor shall provide the Pledgee with the industrial and will use his best endeavors to register commercial registration documents in connection with the Equity Pledge with SAIC (for filing. The Pledgee shall keep such items for the “Registration entire pledge period stipulated in this Agreement. The Pledgor may keep photocopies of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionitems. 2.4. 2.3 During the term of this Agreement, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor shall Equity and the Pledgor shall have any no right to make seek any claims form of recourse or bring any claim against the Pledgee’s other personal property in connection therewith, except where such diminution arises out of any willful conduct of the Pledgee for or out of its material omission having immediate causal link with such impairment in valueresult. 2.52.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may require the Pledgor to provide the corresponding security, or may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early full satisfaction of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgor) such proceeds with a notary organ of the place of the Pledgee. 2.5 The Pledgee has the first ranking security interest in the Pledged Equity. Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth as prescribed in Article Section 4 hereof. 2.6. Without 2.6 The Pledgor may not increase the capital of the Company except with the prior written consent of the Pledgee, . Any increase in the capital contributed by the Pledgor shall not increase to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall also become part of the Pledged Equity, or allowing any third party to contribute additional capital to the Domestic Companywhich shall be registered as soon as possible in accordance with Section 2.2 of this agreement. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. 2.7 The Pledgee shall have the right to collect bonus or dividends or any other distribution paid with respect to generated by the Pledged Equity equity during the term of this Agreementpledge. The Pledgor may not receive any dividend or bonus in respect of the Pledged Equity except with the prior written consent of the Pledgee. After deduction of the individual income tax paid by the Pledgor, any dividend or bonus received by the Pledgor in respect of the Pledged Equity shall be, at the request of the Pledgee: (1) deposited into an account designated by the Pledgee, which will be under the supervision of the Pledgee, and used to secure the Contractual Obligations and to first satisfy the Secured Indebtedness; or (2) without prejudice to PRC Laws, unconditionally donated to the Pledgee or the person designated by the Pledgee. 2.8 Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of any Pledgor in accordance with the terms hereof. 2.9 If the Company needs to be dissolved or liquidated in accordance with the mandatory provisions of PRC Laws, after such dissolution or liquidation procedures are completed according to law, any proceeds received by the Pledgor from the Company according to law shall be, at the request of the Pledgee: (1) deposited into an account designated by the Pledgee, which will be under the supervision of the Pledgee, and used to secure the Contractual Obligations and to first satisfy the Secured Indebtedness; or (2) without prejudice to PRC Laws, unconditionally donated to the Pledgee or the person designated by the Pledgee.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the “EQUITY PLEDGE”) on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 HUAYA as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgee shall Pledgors be able to increase their capital contribution to any or all of the Pledgee, Target Companies. Further capital contribution made by Pledgor (s) in the Pledgor Target Company shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.72.7 Only upon prior consent by Pledgee shall Pledgors be able to receive dividends or share profits from the Pledged Property. Without The dividends or the prior written consent profits received by Pledgors from the Pledged Property shall be deposited into Pledgee’s bank account designated by Pledgee respectively, to be under the supervision of Pledgee and used as the PledgeePledged Property to repay in priority the Guaranteed Liabilities. 2.8 Lxx Xxxxxxx and Cxxx Xxxxx, the Pledgor shall not consent agree to the adoption bear joint liabilities respectively to Pledgee upon occurrence of any shareholders’ resolution or by any other means permit Breaching Event on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent part of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity ASIA TIMES and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right right, upon occurrence of the Breaching Event, to collect dividends or dispose of any other distribution paid Pledged Property of either of Pledgors in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral 2.1 Pledgor hereby agrees to pledge the Pledged Property, which he legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the repayment of the Guaranteed Liabilities. Shanghai Chuanzhi hereby agrees that the Pledgor hereby pledges who legally holds equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Pledgor hereby undertakes that he will be responsible for for, recording the arrangement of the equity pledge hereunder (hereinafter, the “Equity Pledge Pledge”) on the shareholder register of equityholders (if any) of the Domestic Company Shanghai Chuanzhi on the date hereof or as soon as practicable from the date hereof, and will use do his best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce where Shanghai Chuanzhi registers. In the event the SAIC requires Shanghai Chuanzhi undertakes that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject it will do its best to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and cooperate with the Pledgor shall to complete the registration with authorities of industry and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship with the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any Breaching Eventpossibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may request Pledgor to provide additional security and in case where Pledgor refuses to provide such additional security, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution to keep where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgor). 2.5 The Pledgee as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Event of Default, Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee, Pledgor may increase his capital contribution to Shanghai Chuanzhi. Without the prior written consent Further capital contribution made by Pledgor in Shanghai Chuanzhi shall also be part of the Pledged Property. 2.7 Only upon prior consent by Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party may be able to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgor from the execution Pledged Property shall be deposited into a bank account designated by Pledgee to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Pledgor hereby agrees to pledge, in accordance with the terms hereof, his/her lawfully owned and rightfully disposable Pledged Property to Pledgee as security for performance by Pledgor and the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all Company of the Pledgor’s rightsContractual Obligations and the repayment of the Secured Indebtedness. 2.2 Pledgor shall, title and interestson the date hereof, whether now owned or hereinafter acquired by record the Pledgor, in pledge arrangement of the Pledged Target Equity (the “Equity Pledge”)) hereunder in the shareholders’ register of the Company. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. 2.3 During the term of this Agreement, except for the wilful misconduct or gross negligence of Pledgee which is directly causally related to the diminution in value of the Pledged Property as proven by evidence, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor have any right to claim in any way against or propose any demands on Pledgee, in respect of the said diminution in value of the Pledged EquityProperty. If the Pledged Property suffers or is likely to suffer a value diminution, nor including, without limitation, the deterioration of the financial situation of the Company and other situations where Pledgor reasonably believes its rights are impaired, Pledgee shall provide the Pledgor have any right security equal to make any claims against the Pledgee for such impairment in valuediminished value or take other remedies per the request of Pledgor. 2.5. 2.4 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Property in the such manner set forth as prescribed in Article Section 4 hereof. 2.6. Without 2.5 Pledgor may not receive any dividend or bonus in respect of the Pledged Property except with prior written consent of the Pledgee, the . Any dividend or bonus received by Pledgor shall not increase the registered capital in respect of the Domestic Company Pledged Property shall be deposited into an account designated by contributing additional capital, or allowing any third party to contribute additional capital Pledgee and subject to the Domestic Companysupervision of Pledgee and will be used as the Pledged Property to repay in priority the Secured Indebtedness. 2.7. Without the prior written consent 2.6 Upon occurrence of the Pledgeean Event of Default, the Pledgor Pledgee shall not consent be entitled to the adoption dispose of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent Pledged Property of the Pledgee, the Pledgor shall not enter into any transactions in accordance with the Domestic Companyterms hereof. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security 2.1 Pledgor hereby agrees to pledge the Pledged Property, which he legally own and have the right to dispose of, to Pledgee according to the provisions hereof as the repayment guarantee for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)Guaranteed Liabilities. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge for, on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register recording the Equity Pledge with SAIC arrangement of the equity pledge hereunder (hereinafter the “Registration of Equity Pledge”)) on the shareholder register of the Company. In Both Parties shall make every effort to apply to the event company's industrial and commercial registration authority for the SAIC requires that the Registration registration of Equity Pledge be completed by using an equity pledge agreement between under this Agreement as soon as possible after the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionsigning of this Agreement. 2.4. 2.3 During the valid term of this Agreement, except for willful intent, gross negligence of Pledgee or negligence as a direct cause/result to the consequence, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor has any right to claim in any way or propose any demands on Pledgee, in respect of the reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.52.4 Without prejudice to the provision of 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may demand Pledgor to provide corresponding guarantee as supplements. Upon Where Pledgor fails to do so, Pledgee may at any time auction or sell off the occurrence Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee is domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 In case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee shall Pledgor be able to increase his capital contribution to the Company. Without Pledgor’s increased capital amount in the prior written consent Company due to increased capital contribution to the Company shall also be part of the Pledged Property. 2.7 Only upon prior consent by Pledgee shall Pledgor be able to receive dividends from the Pledged Property. The dividends received by Pledgor from the Pledged Property shall be deposited into Pledgee’s bank account designated by Pledgee, to be under the Pledgor shall not increase supervision of Pledgee and used as the registered capital of Pledged Property to repay in priority the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyGuaranteed Liabilities. 2.72.8 Each of Pledgors agrees to bear joint and several liabilities to Pledgee for any Breaching Event caused by the other pledgor. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or right, upon occurrence of the Breaching Event, dispose of any other distribution paid Pledged Property of any of Pledgors in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral security for the timely 2.1 The Pledgor agrees to pledge all equity legally owned by it and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges at its disposal to the Pledgee a first as security interest in all for performance of the Pledgor’s rights, title Contract Obligations and interests, whether now owned or hereinafter acquired payment of the Guaranteed Liabilities by the Pledgor, in Pledgor according to the Pledged Equity (the “Equity Pledge”)Agreement. 2.2. 2.2 The Pledgor shall have been or will be registered at shall, register the local branch of State Administration equity pledge hereunder with the administration for Industry industry and Commerce (“SAIC”) as one commerce with jurisdiction over the Company within ten working days after the execution of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise or on other dates agreed by the Parties. The pledge rights hereunder shall be established upon registration of the pledge with the administration for industry and commerce. 2.3. 2.3 The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereofshall, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall cause the Company to record the Pledge of the Pledged Equity as specified in the Agreement on the share register, and hereby undertakes that he will use his best endeavors agree to submit the only share register to the Equity Pledge with SAIC by using Pledgee for safekeeping. In addition, the Registration VersionCompany shall not set up any other share register. 2.4. 2.4 During the valid term of this the Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct causation with the reduction in value of the Pledged Equity, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equityway, nor shall the Pledgor have any right to make claim in any claims against way or propose any demands on the Pledgee for such impairment Pledgee, in valuerespect of the said reduction in value of the Pledged Equity. 2.5. Upon the occurrence 2.5 In case of any Breaching EventEvent of Default, the Pledgee shall have the right to dispose of the Pledged Equity in the manner way set forth out in Article 4 hereof. 2.6. Without 2.6 With the prior written consent of the Pledgee, the Pledgor shall not may increase its capital contribution to the registered capital Company, transfer or accept the transfer of any of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanySubject Equity. 2.7. Without 2.7 With the prior written consent of the Pledgee, the Pledgor shall not consent may be able to receive dividends, share profits or receive other profit distributions from the adoption of any shareholders’ resolution or by any other means permit Pledged Equity. The Pledgor agrees that during the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term existence of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect receive any dividends or share profits from the Pledged Equity. The Company shall pay the partial amount to the bank account designated by the Pledgee. 2.8 The additional equity acquired by the Pledgor under Article 2.6 or 2.7, that is, further capital contribution made by the Pledgor to the registered capital of the Company due to capital increase to the Company, acceptance of equity transfer, or distribution of dividends by the Company or any other distribution paid with respect reason, shall also be part of the Pledged Equity. The Company shall, and the Pledgor shall cause the Company to record change to the Equity Pledge on the Company’s share register on the date of change to the Pledged Equity during (including but not limited to capital increase), and complete the term registration of this Agreementchange to the Equity Pledge with the administration for industry and commerce within 15 days after the change. 2.9 To the extent not violating provision of Article 2.4 above, in case of any possibility of obvious reduction in value of the Pledged Equity which is sufficient to jeopardize the Pledgee’s rights, the Pledgee may at any time auction or realize the Pledged Equity on behalf of the Pledgor, and discuss with the Pledgor to use the proceeds from such auction or realization as early repayment of the Guaranteed Liabilities, or may escrow such proceeds with the local notary institution where the Pledgee is domiciled (any resulting fees shall be borne by the Pledgee). In addition, as requested by the Pledgee, the Pledgor should provide other property as security.

Equity Pledge. 2.1. As collateral 2.1 The Pledgors hereby agree to pledge, in accordance with the terms of this Agreement, their lawfully owned and disposable equity interests in favor of the Pledgee as the security for the timely and complete payment and performance repayment of all Contract Obligations, the Pledgor Secured Indebtedness. The Company hereby pledges to agrees that Pledgors pledge the Pledged Equities in favor of the Pledgee a first security interest in accordance with the terms of this Agreement. 2.2 The Pledgors undertake to record the share pledge arrangements (“Share Pledge”) in the register of shareholders on the effective date of this Agreement. The Pledgors further undertake to make the best efforts and take all necessary actions to apply with the competent industrial and commercial authority for the registration of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity under this Agreement within ten (10) business days after the “Equity Pledge”). 2.2execution date of this Agreement. The Pledgor shall have been or will Pledgors and the Pledgee shall, pursuant to PRC Laws and all requirements of relevant industrial and commercial authorities, submit all necessary documents and deal with all necessary procedures, ensuring that the pledge right can be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from possible after the date hereofapplication submission, and will use his best endeavors deliver the original copy of the registration certificate (including without limitation the pledge registration notification) to register the Equity Pledge with SAIC (Pledgee; the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge relevant fees shall be completed by using an equity pledge agreement between the Parties substantially in form stipulated borne by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionCompany. 2.4. 2.3 During the term of this Agreement, the Pledgee shall not be liable in whatsoever manner for any way for impairment decrease in the value of the Pledged Equity, nor shall Equities and the Pledgor have Pledgors are not entitled to seek any right to form of recourse or make any claims against request, unless such decrease is caused by the Pledgors’ intention or gross negligence having direct causation to the result. 2.4 Subject to Section 2.3 above, if the Pledged Equities could experience material impairment which is capable to prejudice the rights of the Pledgee, the Pledgee for may at any time auction or sell the Pledged Equities on behalf of the Pledgors and may, as agreed with the Pledgors, apply the proceeds from such impairment in valueauction or sale towards accelerated repayment of the Secured Indebtedness, or deposit such proceeds with a notary public at the place where the Pledgee is located (any costs thereby incurred shall be entirely borne by the Pledgee). 2.5. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Equities in the such manner set forth as prescribed in Article 4 hereofof this Agreement. 2.6. Without 2.6 The Pledgors shall be entitled to increase the capital of the Company with prior written consent of the Pledgee, . The amount of capital added to the Pledgor shall not increase the Company’s registered capital because of the Domestic Company by contributing additional capitalPledgors’ contribution shall be deemed as the Pledged Equities. The Pledgors undertake to record the equity pledge for the increased amount of registered capital under this Clause 2.6 in the register of shareholders within ten (10) business days after the capital increase, or allowing any third party to contribute additional capital apply with the competent industrial and commercial authority for the registration, and to deliver the original copy of the registration certificate (including without limitation to the Domestic pledge registration notification) to the Pledgee; the relevant fees shall be borne by the Company. 2.72.7 During the term of pledge, the Pledgors are entitled to receive proceeds (including without limitation any dividend, profit and other income) generated by the Pledged Equities. Without The Pledgors shall not receive any dividend or bonus in respect of the Pledged Equities without prior written consent of the Pledgee, . The Pledgors’ dividend or bonus obtained from the Pledgor Pledged Equities shall not consent to be deposited in the adoption of any shareholders’ resolution or bank account designated by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, being administrated by the Pledgor Pledgee, and shall not enter into any transactions with be used for the Domestic Companyrepayment for the Secured Indebtedness. 2.9. During the term 2.8 Upon occurrence of the Equity Pledgeany Event of Default, the Pledgor Pledgee shall deliver be entitled to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion dispose of any re-registration of shareholding if Pledgor’s any pledged Equities in the percentage of equity interests changes (manner as prescribed in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 The Pledgors hereby agree to pledge, in accordance with the terms of this Agreement, their lawfully owned and disposable equity interests aggregately constituting 100% of the Company’s equity interests, to the Pledgee as joint and several security for the timely performance of the Contractual Obligations and the repayment of the Secured Indebtedness by the Pledgors and the Company. 2.2 The Parties understand and agree that the currency valuation arising from or in connection with the Secured Indebtedness is changeable and fluctuating. Therefore, based on the reasonable assessment and valuation of the aforesaid Secured Indebtedness and Pledged Equities by the Pledgors and Pledgee, the Pledgors and the Pledgee jointly acknowledge and agree that the maximum amount of the Secured Indebtedness secured by the Pledged Equities held by each Pledgor shall be the capital contribution of such Pledgor to the Company (“Maximum Amount”). The Pledgors and Pledgee can from time to time adjust the Maximum Amount by making unanimous amendments and supplements to this Agreement based on the fluctuation of currency evaluation of the Secured Indebtedness and the Pledged Equities. 2.3 The Pledgors shall handle and complete payment the registration of the Pledged Equity with the competent industrial and performance commercial authority within ten (10) business days after the date of all Contract Obligationsthis Agreement, and shall complete the Pledgor hereby pledges equity pledge registration and deliver the industrial and commercial registration certificate to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned within twenty (20) business days or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise any other time agreed by the PartiesParties after the date of this Agreement. The Pledge Right under this Agreement is created when the registration of the Pledged Equities with the industrial and commercial authority is completed. 2.3. 2.4 The Pledgor hereby undertakes that he will be responsible for recording Pledgors shall deliver to the Equity Pledge on Pledgee the register of equityholders (if any) capital contribution certificate reflecting the pledge of the Domestic Company Pledged Equities pursuant to this Agreement on the date hereof or as soon as practicable from of this Agreement. 2.5 The Company shall, and the Pledgors shall procure the Company to, record the Pledged Equities in its shareholders’ register on the date hereof, of this Agreement and will use his best endeavors agree to deliver this sole shareholders’ register to the Equity Pledge with SAIC (the “Registration of Equity Pledge”)Pledgee. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties The Company shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionnot keep any other shareholders’ register. 2.4. 2.6 During the term of this Agreement, the Pledgee shall not be liable in whatsoever manner for any way for impairment decrease in the value of the Pledged Equity, nor shall Equities and the Pledgor have Pledgors are not entitled to seek any right to make form of recourse or file any claims against the Pledgee, except where such decrease arises out of any willful conduct of the Pledgee for or out of its gross negligence which has an immediate cause and effect with such impairment in valuedecrease. 2.5. 2.7 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Equities in such manner as prescribed in Section 4 of this Agreement. 2.8 The Pledgors shall not increase the capital of the Company, transfer or accept any Company Equities without prior consent of the Pledgee. 2.9 The Pledgors shall not receive any dividend, bonus or any other profit distribution in respect of the Pledged Equities without prior consent of the Pledgee. The Pledgors agree that the Pledgee is entitled to receive any dividend or bonus in respect of the Pledged Equities during the existence of the Pledged Equities. The Company shall pay such proceeds to an account designated by the Pledgee. 2.10 Any additional equity interest received by the Pledgors under Sections 2.8 and 2.9 in proportion to the Pledgors’ increased amount in the manner set forth registered capital of the Company from any additional capital contribution to the Company, acquisition of equity interests of the Company, receipt of the Company’s share dividends or any other reasons shall be included in Article 4 hereofthe Pledged Equities. The Pledgors and the Company shall execute applicable supplementary agreements and/or other documents after the Pledgors obtain such additional equity interests as soon as possible (no later than ten (10) business days after the Pledgors obtain such additional equity interests), and complete the following procedures: a. completing the equity pledge registration of such additional equity interests within 20 business days after the execution of such supplementary agreements and/or other relevant documents, and delivering the industry and commerce registration certificate to the Pledgee; b. delivering to the Pledgee the capital contribution certificate reflecting the pledge of such additional equity interests on the execution date of such supplementary agreements and/or other relevant documents; and c. delivering to the Pledgee the shareholders’ register reflecting the pledge of such additional equity interests on the execution date of such supplementary agreements and/or other relevant documents. 2.6. Without 2.11 Subject to Section 2.6 above, if the prior written consent Pledged Equities could experience material impairment which is capable to prejudice the rights of the Pledgee, the Pledgor shall not increase Pledgee may at any time auction or sell the registered capital Pledged Equities on behalf of the Domestic Company by contributing additional capitalPledgors and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards accelerated repayment of the Secured Indebtedness, or allowing deposit such proceeds with a notary public at the place where the Pledgee is located (any third party to contribute additional capital to costs thereby incurred shall be entirely borne by the Domestic Company. 2.7Pledgee). Without In addition, the prior written consent Pledgors shall provide other assets as security at the request of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgeor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Shiji Shenghuo hereby pledges agrees that the Pledgeors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or 2.2 Each Pledgeor hereby undertakes that it will be registered at responsible for, recording the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion arrangement of the equity interests in pledge hereunder (hereinafter, the Domestic Company as set forth in Recital (A"EQUITY PLEDGE") above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the shareholder register of equityholders (if any) of the Domestic Company Shiji Shenghuo on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of Shiji Shenghuo. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Shiji Shenghuo undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgeors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgeors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgeors, and discuss with Pledgeors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgeors). 2.5 The Pledge as Pledge shall be deemed to have created the encumbrance of first priority right on the Pledged Property, and in case of any Breaching Event, the such Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee shall Pledgeors be able to increase their capital contribution to Shiji Shenghuo. Without the prior written consent Further capital contribution made by Pledgeor(s) in Shiji Shenghuo shall also be part of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.7. Without the 2.7 Only upon prior written consent of the Pledgee, the Pledgor by Pledgee shall not consent Pledgeors be able to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgeors from the execution Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 The Pledgors hereby agree to pledge, in accordance with the terms hereof, their lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely and complete payment and performance of all Contract Obligations, Contractual Obligations and the Pledgor repayment of the Secured Indebtedness. The Company hereby pledges agrees for the Pledgors to pledge the Pledged Equity to the Pledgee a first security interest in all of accordance with the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, terms hereof in the Pledged Equity form of first priority pledge. 2.2 The Pledgors shall record the equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) hereunder in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholders’ register of the shareholders Company as of the Domestic Company holding his proportion signing date of this Agreement, and shall provide the equity interests Pledgee with proof of such registration in form satisfactory to the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3Pledgee. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on Within 15 days from the date hereof or as soon as practicable from within other time limit agreed by all Parties, the date hereof, Pledgors shall provide the Pledgee with the industrial and will use his best endeavors to register commercial registration documents in connection with the Equity Pledge with SAIC (for filing. The Pledgee shall keep such items for the “Registration entire pledge period stipulated in this Agreement. The Pledgors may keep photocopies of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionitems. 2.4. 2.3 During the term of this Agreement, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor Equity and the Pledgors shall the Pledgor have any no right to make seek any claims form of recourse or bring any claim against the Pledgee for in connection therewith, except where such impairment in valuediminution arises out of any willful conduct of the Pledgee or out of its material omission having immediate causal link with such result. 2.52.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may require the Pledgors to provide the corresponding security, or may at any time auction or sell the Pledged Equity on behalf of the Pledgors and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards early full satisfaction of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgors) such proceeds with a notary organ of the place of the Pledgee. 2.5 The Pledgee has the first ranking security interest in the Pledged Equity. Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth as prescribed in Article Section 4 hereof. 2.6. Without 2.6 The Pledgors may not increase the capital of the Company except with the prior written consent of the Pledgee, . Any increase in the Pledgor shall not increase capital contributed by the Pledgors to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall also become part of the Pledged Equity, or allowing any third party to contribute additional capital to the Domestic Companywhich shall be registered as soon as possible in accordance with Section 2.2 of this agreement. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. 2.7 The Pledgee shall have the right to collect bonus or dividends or any other distribution paid with respect to generated by the Pledged Equity equity during the term of this Agreementpledge. The Pledgors may not receive any dividend or bonus in respect of the Pledged Equity except with the prior consent of the Pledgee. After deduction of the individual income tax paid by the Pledgors, any dividend or bonus received by the Pledgors in respect of the Pledged Equity shall be, at the request of the Pledgee: (1) deposited into an account designated by the Pledgee, which will be under the supervision of the Pledgee, and used to secure the Contractual Obligations and to first satisfy the Secured Indebtedness; or (2) without prejudice to PRC Laws, unconditionally donated to the Pledgee or the person designated by the Pledgee. 2.8 Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of any Pledgor in accordance with the terms hereof. 2.9 If the Company needs to be dissolved or liquidated in accordance with the mandatory provisions of PRC Laws, after such dissolution or liquidation procedures are completed according to law, any proceeds received by the Pledgors from the Company according to law shall be, at the request of the Pledgee: (1) deposited into an account designated by the Pledgee, which will be under the supervision of the Pledgee, and used to secure the Contractual Obligations and to first satisfy the Secured Indebtedness; or (2) without prejudice to PRC Laws, unconditionally donated to the Pledgee or the person designated by the Pledgee.

Equity Pledge. 2.1. As collateral 2.1 Pledgor hereby agrees to pledge the Pledged Property, which he legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the repayment of the Guaranteed Liabilities. Shanghai Xinnuo hereby agrees that the Pledgor hereby pledges who legally holds equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Pledgor hereby undertakes that he will be responsible for for, recording the arrangement of the equity pledge hereunder (hereinafter, the “Equity Pledge Pledge”) on the shareholder register of equityholders (if any) of the Domestic Company Shanghai Xinnuo on the date hereof or as soon as practicable from the date hereof, and will use do his best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce where Shanghai Xinnuo registers. In the event the SAIC requires Shanghai Xinnuo undertakes that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject it will do its best to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and cooperate with the Pledgor shall to complete the registration with authorities of industry and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship with the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any Breaching Eventpossibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may request Pledgor to provide additional security and in case where Pledgor refuses to provide such additional security, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution to keep where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgor). 2.5 The Pledgee as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Event of Default, Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee, Pledgor may increase his capital contribution to Shanghai Xinnuo. Without the prior written consent Further capital contribution made by Pledgor in Shanghai Xinnuo shall also be part of the Pledged Property. 2.7 Only upon prior consent by Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party may be able to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgor from the execution Pledged Property shall be deposited into a bank account designated by Pledgee to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgees according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges to agrees that the Pledgee a first security Pledgors legally holding equity interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in it to pledge the Pledged Equity (Pledge Agreement050408 Property to the “Equity Pledge”)Pledgees according to the provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the Pledgee willful misconduct or gross negligence of Pledgees which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgees shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any Breaching Event, the Pledgee shall have the right to dispose possibility of obvious reduction in value of the Pledged Equity Property which is sufficient to jeopardize Pledgee's rights, Pledgees may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgees are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). Focus Media Digital hereby grants authorization to Focus Media Technology to conduct the manner set forth in Article 4 hereof. 2.6. Without the above auction or sale-off with a prior written notice to Focus Media Digital; Focus Media Digital further confirms that no consent of Focus Media Digital shall be required for Focus Media Technology to conduct the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, above auction or allowing any third party to contribute additional capital to the Domestic Companysale-off. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.11. As collateral security for The Pledgors unconditionally and irrevocably agree to pledge the timely Pledged Equity that they legally own and complete payment and performance have the right to dispose of all Contract Obligations, in accordance with the Pledgor hereby pledges provisions of this Agreement to the Pledgee as a first security interest in all guaranty for performance of the Pledgor’s rights, title Contractual Obligations and interests, whether now owned or hereinafter acquired by settlement of the Pledgor, in Secured Debts. Xxxxxx Xxxxxxxxx agrees the Pledgors to pledge the Pledged Equity (to the “Pledgee and give the Pledgee the priority which rank first for compensation with respect to the Pledged Equity Pledge”)in accordance with this Agreement. 2.22. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes Pledgors promise that he they will be responsible for recording the equity pledge arrangement under this Agreement (hereinafter referred to as the “Equity Pledge on Pledge”) in the register of equityholders (if any) shareholders of Lishui Mengxiang when the Domestic Company on the date hereof or as soon as practicable from the date hereofconditions for pledge registration are met, and will use his best endeavors to register the Equity Pledge with SAIC the industrial and commercial registration authority of Lishui Mengxiang as soon as possible when the pledge registration conditions are met and bear all relevant expenses. Lishui Mengxiang promises that it will use its best effort to cooperate with the Pledgors to complete the foregoing business registration. 3. If there is any possibility that the Pledged Equity may significantly reduce in value, which is enough to jeopardize the rights of the Pledgee, the Pledgee may at any time represent the Pledgors to auction or sell the Pledged Equity, and make an agreement with the Pledgors to use the payment of the auction or sale to pay for the Secured Debts in advance or to deposit the payment to the notary office where the Pledgee locates (where any costs incurred shall be borne by the “Registration of Equity Pledge”Pledgors). 4. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence of any Breaching Breach Event, the Pledgee shall have has the right to dispose of the Pledged Equity in the manner set forth prescribed in Article 4 hereofIV of this Agreement. 2.65. Without With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase the registered capital of Lishui Mengxiang. The amount of the Domestic Company increased capital contribution by contributing additional capital, or allowing any third party to contribute additional capital the Pledgors to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor Lishui Mengxiang shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for also be deemed as the Pledged Equity under this Agreement, and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor pledge shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreementbe conducted as soon as possible. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.11. As collateral security for The Pledgors unconditionally and irrevocably agree to pledge the timely Pledged Equity that they legally own and complete payment and performance have the right to dispose of all Contract Obligations, in accordance with the Pledgor hereby pledges provisions of this Agreement to the Pledgee as a first security interest in all guaranty for performance of the Pledgor’s rights, title Contractual Obligations and interests, whether now owned or hereinafter acquired by settlement of the Pledgor, in Secured Debts. Lishui Mengxiang agrees the Pledgors to pledge the Pledged Equity (to the “Pledgee and give the Pledgee the priority which rank first for compensation with respect to the Pledged Equity Pledge”)in accordance with this Agreement. 2.22. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes Pledgors promise that he they will be responsible for recording the equity pledge arrangement under this Agreement (hereinafter referred to as the “Equity Pledge on Pledge”) in the register of equityholders (if any) shareholders of Lishui Mengxiang when the Domestic Company on the date hereof or as soon as practicable from the date hereofconditions for pledge registration are met, and will use his best endeavors to register the Equity Pledge with SAIC the industrial and commercial registration authority of Lishui Mengxiang as soon as possible when the pledge registration conditions are met and bear all relevant expenses. Lishui Mengxiang promises that it will use its best effort to cooperate with the Pledgors to complete the foregoing business registration. 3. If there is any possibility that the Pledged Equity may significantly reduce in value, which is enough to jeopardize the rights of the Pledgee, the Pledgee may at any time represent the Pledgors to auction or sell the Pledged Equity, and make an agreement with the Pledgors to use the payment of the auction or sale to pay for the Secured Debts in advance or to deposit the payment to the notary office where the Pledgee locates (where any costs incurred shall be borne by the “Registration of Equity Pledge”Pledgors). 4. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence of any Breaching Breach Event, the Pledgee shall have has the right to dispose of the Pledged Equity in the manner set forth prescribed in Article 4 hereofIV of this Agreement. 2.65. Without With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase the registered capital of Lishui Mengxiang. The amount of the Domestic Company increased capital contribution by contributing additional capital, or allowing any third party to contribute additional capital the Pledgors to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor Lishui Mengxiang shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for also be deemed as the Pledged Equity under this Agreement, and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor pledge shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreementbe conducted as soon as possible. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Focus Media Wireless hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic Company Focus Media Wireless on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of Focus Media Wireless. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Focus Media Wireless undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 The Plegee as Plegee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the such Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee shall Pledgors be able to increase their capital contribution to Focus Media Wireless. Without the prior written consent Further capital contribution made by Pledgor (s) in Focus Media Wireless shall also be part of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.7. Without the 2.7 Only upon prior written consent of the Pledgee, the Pledgor by Pledgee shall not consent Pledgors be able to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgors from the execution Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all repayment of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)Guaranteed Liabilities. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the “EQUITY PLEDGE”) on the shareholder register of equityholders (if any) of the Domestic Company Hongcheng Education on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”). In the event the SAIC requires that the Registration industry and commerce of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionHongcheng Education. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct cause and effect relationship to the reduction in value of the Pledged Property, the Pledgee shall not be liable in any way, nor shall Pledgors have any right to claim in any way for impairment or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged EquityProperty. 2.4 To the extent not violating provision of Article 2.3 above, nor shall in case of any possibility of obvious reduction in value of the Pledgor have any right Pledged Property which is sufficient to make any claims against jeopardize Pledgee’s rights, the Pledgee for may request the Pledgors to provide respective further guarantee or security as supplement. If the Pledgors decline the said request, the Pledgee may at any time auction or sell off the Pledged Property on behalf of the Pledgors, and discuss with the Pledgors to use the proceeds from such impairment auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee is domiciled (any fees incurred in valuerelation thereto shall be borne by the Pledgors). 2.5. Upon the occurrence 2.5 In case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by the Pledgee shall the Pledgors be able to increase their capital contribution to Hongcheng Education. Without Further capital contribution made by the Pledgor (s) in Hongcheng Education shall also be part of the Pledged Property. 2.7 Only upon prior written consent of by the Pledgee shall the Pledgors be able to receive dividends or share profits from the Pledged Property. The dividends or the profits received by the Pledgors from the Pledged Property shall be deposited into the Pledgee’s bank account designated by the Pledgee, to be under the Pledgor shall not increase the registered capital supervision of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for Pledgee and used as the Pledged Equity and Property to repay in first priority the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 Xxx-Xxxx as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgee shall Pledgors be able to increase their capital contribution to any or all of the Pledgee, Target Companies. Further capital contribution made by Pledgor (s) in the Pledgor Target Company shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.7. Without the 2.7 Only upon prior written consent of the Pledgee, the Pledgor by Pledgee shall not consent Pledgors be able to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for share profits from the Pledged Equity and Property. The dividends or the original equityholders’ register (if any) containing the Equity Pledge within five business days profits received by Pledgors from the execution Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for Pledgee and used as the Pledged Equity and Property to repay in priority the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security 2.1 Pledgor hereby agrees to pledge the Pledged Property, which he legally own and have the right to dispose of, to Pledgee according to the provisions hereof as the repayment guarantee for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)Guaranteed Liabilities. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge for, on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register recording the Equity Pledge with SAIC arrangement of the equity pledge hereunder (hereinafter the “Registration of Equity Pledge”)) on the shareholder register of the Company. In Both Parties shall make every effort to apply to the event company’s industrial and commercial registration authority for the SAIC requires that the Registration registration of Equity Pledge be completed by using an equity pledge agreement between under this Agreement as soon as possible after the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionsigning of this Agreement. 2.4. 2.3 During the valid term of this Agreement, except for the willful material negligence of Pledgee or such negligence is directly related as cause/result to the consequence, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor has any right to claim in any way or propose any demands on Pledgee, in respect of the reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.52.4 Subject to compliance with the provision of 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may demand Pledgor to provide corresponding guarantee as supplements. Upon Where Pledgor fails to do so, Pledgee may at any time auction or sell off the occurrence Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee is domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 In case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by Xxxxxxx shall Pledgor be able to increase his capital contribution to the Company. Without Pledgor’s increased capital amount in the prior written consent Company due to increased capital contribution to the Company shall also be part of the Pledged Property. 2.7 Only upon prior consent by Pledgee shall Pledgor be able to receive dividends from the Pledged Property. The dividends received by Pledgor from the Pledged Property shall be deposited into Pledgee’s bank account designated by Pledgee, to be under the Pledgor shall not increase supervision of Pledgee and used as the registered capital of Pledged Property to repay in priority the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyGuaranteed Liabilities. 2.72.8 Each of Xxxxxxxx agrees to bear joint and several liabilities to Pledgee for any Breaching Event caused by the other Pledgor. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or right, upon occurrence of the Breaching Event, dispose of any other distribution paid Pledged Property of any of Pledgors in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral 2.1 The Pledgor hereby agrees to pledge, in accordance with the terms hereof, its lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely and complete payment and performance of all Contract Obligations, by the Pledgor of its Contractual Obligations and its repayment of the Secured Indebtedness. The Company hereby pledges agrees for the Pledgor to so pledge the Pledged Equity to the Pledgee a first security interest in all accordance with the terms hereof. 2.2 The Pledgor covenants that it will assume the responsibility of recording the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge arrangement (the “Equity Pledge”). 2.2) hereunder in the shareholder’s register of the Company on the Execution Date. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes further covenants that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and it will use his its best endeavors efforts and take all necessary measures to register the Equity Pledge as soon as possible with SAIC (the “Registration competent administrative authority for industry and commerce of Equity Pledge”). In the event Company after the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionExecution Date. 2.4. 2.3 During the validity term of this Agreementhereof, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor shall Equity and the Pledgor shall have any no right to make seek any form of recourse or bring any claims against the Pledgee for in connection therewith, except where such impairment in valuediminution arises out of any willful conduct of the Pledgee or its gross negligence having immediate causal link with such result. 2.52.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early repayment of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, upon request by the Pledgee, the Pledgor shall provide other property as security for the Secured Indebtedness. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth in as prescribed by Article 4 IV hereof. 2.6. Without 2.6 The Pledgor may not increase the capital of the Company except with prior written consent of the Pledgee, . Any increase in the capital contribution made by the Pledgor shall not increase to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall equally become part of the Pledged Equity, or allowing any third party and the Pledgor shall register the pledge of the Company Equity corresponding to contribute additional such capital to contribution with the Domestic competent administrative authority for industry and commerce of the Company. 2.7. Without 2.7 The Pledgor may not receive any dividend or profit in respect of the Pledged Equity except with prior written consent of the Pledgee, . Any dividend or profit received by the Pledgor in respect of the Pledged Equity shall not consent to the adoption of any shareholders’ resolution or be deposited into an account designated by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, monitored by the Pledgee and first applied towards repayment of the Secured Indebtedness. 2.8 Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of the Pledgor shall not enter into any transactions in accordance with the Domestic Companyterms hereof. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral security 2.1 Pledgor hereby agrees to pledge to Pledgee the Pledged Property which he lawfully owns and is entitled to dispose of pursuant to the provisions hereof as the guarantee for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all Contractual Obligations and repayment of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)Guaranteed Liabilities. 2.2. The 2.2 Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge for, on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC recording of the equity pledge arrangement hereunder (hereinafter, the “Registration of Equity Pledge”). In ) on the event shareholders register of the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAICCompany, subject to Section 13.5, the Parties and shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use make his best endeavors efforts to register complete the Equity Pledge relevant registration procedures with SAIC by using the Registration Versioncompetent administration for industry and commerce. 2.4. During 2.3 Within the effective term of this Agreement, the Pledgee shall not be liable in any way for impairment loss in the value of the Pledge Property, nor shall Pledgor be entitled to claim in any way or make any demand on Pledgee in respect thereof unless such loss is directly caused by intentional misconduct or gross negligence of Pledgee. 2.4 Subject to the provision of Article 2.3 above, in the event of any possible obvious loss in the value of the Pledged EquityProperty, nor which is sufficient to adversely affect Pledgee’s rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and use the proceeds from such auction or sale-off as early repayment of the Guaranteed Liabilities upon agreement with Pledgor, or submit such proceeds to the local notary institution where Pledgee is domiciled (any fees incurred in relation thereto shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valuebe borne by Pledgor). 2.5. Upon the occurrence 2.5 In case of any Breaching EventEvent of Default, the Pledgee shall have the right is entitled to dispose of the Pledged Equity in the manner Property as set forth in Article 4 hereof. 2.62.6 Only upon prior consent by Pledgee shall Pledgor be able to increase his capital contribution to the Company. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered The increased capital of the Domestic Company as a result of the capital contribution increase to the Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect belong to the Pledged Equity during Property. 2.7 Only upon prior consent by Pledgee shall Pledgor be able to receive dividends from the term Pledged Property. The dividends received by Pledgor from the Pledged Property shall be deposited into Pledgee’s bank account designated by Pledgee and subject to the supervision of this AgreementPledgee, and shall be used as the Pledged Property for discharge of the Guaranteed Liabilities in first priority. 2.8 Pledgee is entitled to dispose of any Pledged Property of Pledgor pursuant to the provisions hereof upon the occurrence of any Event of Default.

Equity Pledge. 2.1. As collateral security for 2.1 The Pledgors hereby agree to pledge the timely Pledged Shares they legitimately hold and complete payment and performance have the right to dispose of all Contract Obligations, the Pledgor hereby pledges to the Pledgee in accordance with the Agreement, as a first security interest in all of guarantee for repaying the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by Secured Debts. The Company hereby agrees that the Pledgor, in Pledgors pledge the Pledged Shares to the Pledgee in accordance with the Agreement. 2.2 The Pledgors undertakes to record the Equity Pledge arrangement hereunder (the “Equity Pledge”)) with the relevant administration for industry and commerce that governs the Company’s affairs. The Company undertakes to make its best efforts to facilitate the completion of the above-mentioned registration by the Pledgors. 2.2. The Pledgor shall have been or will be registered at 2.3 During the local branch of State Administration for Industry and Commerce (“SAIC”) as one valid term of the shareholders Agreement, unless a direct causation can be established between any wilful conduct or gross negligence on the part of the Domestic Company holding his proportion Pledgee and a decrease in the value of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this AgreementPledged Shares, the Pledgee shall not be liable held responsible for any decrease in the value of the Pledge Shares, and the Pledgors have no right of recourse or any way for impairment in right of claim against the Pledgee. 2.4 Subject to Clause 2.3, if there is any real possibility that the value of the Pledged Equity, nor shall Shares may decrease to the Pledgor have any right to make any claims against extent that the rights of the Pledgee for may be impaired, the Pledgee may sell by auction or otherwise the Pledged Shares at any time on behalf of the Pledgors, and also seek the consent of the Pledgors to utilize the proceeds from the auction or sale to pay off the Secured Debts in advance or to deposit such impairment in valuefund at a notary organ at the locality of the Pledgee (all expenses arising therefrom shall be borne by the Pledgee). 2.5. Upon 2.5 When any Event of Default arises from a breach by the occurrence of any Breaching EventCompany or the Pledgors, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Shares in accordance with the manner set forth methods stipulated in Article 4 hereof. 2.6. Without 2.6 With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional Company. Any such increase in capital to contribution shall become part of the Domestic CompanyPledged Shares. 2.7. Without 2.7 The Pledgors undertakes to waive the prior written consent of the Pledgee, the Pledgor shall not consent right to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without declared during the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the valid term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). . 2.8 The Pledgee shall take custody be entitled to dispose of such original documents during any Pledged Shares in accordance with the entire term Agreement upon occurrence of this Agreementany Event of Default arising from a breach by the Company or the Pledgors. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral ​ 2.1 The Pledgor hereby agrees to pledge, in accordance with the terms hereof, its lawfully owned and rightfully disposable 19.11% Equity in the Company, corresponding to the Company's registered capital of 515,976 yuan (the “Pledged Equity”) to the Pledgee, as security for the timely and complete payment and performance Pledgor’s debt of all Contract ObligationsRMB 464,378.40 to the Pledgee. The Pledgor hereby agrees that, in addition to providing guarantee for the aforesaid debt, the Pledged Equity also provides guarantee for the performance by the Pledgor of its Contractual Obligations and its repayment of the Secured Indebtedness. The Company hereby pledges agrees for the Pledgor to so pledge the Pledged Equity to the Pledgee a first security interest in all accordance with the terms hereof. 2.2 The Pledgor covenants that it will assume the responsibility of recording the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge arrangement (the “Equity Pledge”). 2.2) hereunder in the shareholder’s register of the Company on the Execution Date. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes further covenants that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and it will use his its best endeavors efforts and take all necessary measures to register the Equity Pledge as soon as possible with SAIC (the “Registration competent administrative authority for market regulation of Equity Pledge”)the Company after the Execution Date. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version.​ 2.4. 2.3 During the validity term of this Agreementhereof, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor shall Equity and the Pledgor shall have any no right to make seek any form of recourse or bring any claims against the Pledgee in connection therewith, except where such diminution arises out of any willful conduct of the Pledgee or its gross negligence having immediate causal link with such result. ​ 2.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a ​ ​ manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early repayment of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, upon request by the Pledgee, the Pledgor shall provide other property as security for such impairment in valuethe Secured Indebtedness. 2.5. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth in as prescribed by Article 4 IV hereof. 2.6. Without 2.6 The Pledgor may not increase the capital of the Company except with prior written consent of the Pledgee, . Any increase in the capital contribution made by the Pledgor shall not increase to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall equally become part of the Pledged Equity, and the Pledgor shall register the pledge of the Company Equity corresponding to such capital contribution with the competent administrative authority for market regulation of the Company. ​ 2.7 The Pledgor may not receive any dividend or allowing any third party to contribute additional capital to profit distribution in respect of the Domestic Company. 2.7. Without the Pledged Equity except with prior written consent of the Pledgee, . Any dividend or profit distribution received by the Pledgor in respect of the Pledged Equity shall not consent to the adoption of any shareholders’ resolution or be deposited into an account designated by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, monitored by the Pledgee and first applied towards repayment of the Secured Indebtedness. 2.8 Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of the Pledgor shall not enter into any transactions in accordance with the Domestic Company. 2.9terms hereof. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.​

Equity Pledge. 2.1. As collateral 2.1 The Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all repayment of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)Guaranteed Liabilities. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. 2.2 The Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the “EQUITY PLEDGE”) on the shareholder register of equityholders (if any) of the Domestic Company Hongcheng Education on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”). In the event the SAIC requires that the Registration industry and commerce of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionHongcheng Education. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct cause and effect relationship to the reduction in value of the Pledged Property, the Pledgee shall not be liable in any way, nor shall Pledgor have any right to claim in any way for impairment or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged EquityProperty. 2.4 To the extent not violating provision of Article 2.3 above, nor shall in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, the Pledgee may request the Pledgors to provide respective further guarantee or security as supplement. If the Pledgors decline the said request, the Pledge may at any time auction or sell off the Pledged Property on behalf of the Pledgor, and discuss with the Pledgor have any right to make any claims against use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee for such impairment is domiciled (any fees incurred in valuerelation thereto shall be borne by the Pledgor). 2.5. Upon the occurrence 2.5 In case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by the Pledgee shall the Pledgor be able to increase its capital contribution to Hongcheng Education. Without Further capital contribution made by the Pledgor in Hongcheng Education shall also be part of the Pledged Property. 2.7 Only upon prior written consent of by the Pledgee shall the Pledgor be able to receive dividends or share profits from the Pledged Property. The dividends or the profits received by the Pledgor from the Pledged Property shall be deposited into the Pledgee’s bank account designated by the Pledgee, to be under the Pledgor shall not increase the registered capital supervision of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for Pledgee and used as the Pledged Equity and Property to repay in first priority the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementGuaranteed Liabilities. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 YIGO as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgee shall Pledgors be able to increase their capital contribution to any or all of the Pledgee, Target Companies. Further capital contribution made by Pledgor (s) in the Pledgor Target Company shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.72.7 Only upon prior consent by Pledgee shall Pledgors be able to receive dividends or share profits from the Pledged Property. Without The dividends or the prior written consent profits received by Pledgors from the Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision of Pledgee and used as the Pledgee, Pledged Property to repay in priority the Pledgor shall not consent Guaranteed Liabilities. 2.8 Xxxxxx Xxxx and Xxxx Xx agree to the adoption bear joint liabilities respectively to Pledgee upon occurrence of any shareholders’ resolution or by any other means permit Breaching Event on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent part of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity YUZHI and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right right, upon occurrence of the Breaching Event, to collect dividends or dispose of any other distribution paid Pledged Property of either of Pledgors in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral 2.1 Pledgor hereby agrees to pledge the Pledged Property, which she legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the repayment of the Guaranteed Liabilities. HEZL hereby agrees that the Pledgor hereby pledges legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Pledgor hereby undertakes that he she will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic Company HEZL on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of HEZL. In the event the SAIC requires HEZL undertakes that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject it will do its best to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and cooperate with the Pledgor shall to complete the registration with authorities of industry and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgor have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgor). 2.5 CETL as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgee shall Pledgor be able to increase their capital contribution to any or all of the Pledgee, the HEZL. Further capital contribution made by Pledgor in HEZL shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.72.7 Only upon prior consent by Pledgee shall Pledgor be able to receive dividends or share profits from the Pledged Property. Without The dividends or the prior written consent profits received by Pledgor from the Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision of Pledgee and used as the Pledgee, Pledged Property to repay in priority the Guaranteed Liabilities. 2.8 Pledgor shall not consent agrees to the adoption bear liabilities to Pledgee upon occurrence of any shareholders’ resolution or by any other means permit Breaching Event on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity HEZL and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right right, upon occurrence of the Breaching Event, to collect dividends or dispose of any other distribution paid Pledged Property of either of Pledgor in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral ​ 2.1 The Pledgor hereby agrees to pledge, in accordance with the terms hereof, its lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely performance by such Pledgor of its Contractual Obligations and complete payment and performance its repayment of all Contract Obligations, the Secured Indebtedness. The Company hereby agrees for the Pledgor hereby pledges to so pledge the Pledged Equity to the Pledgee a first security interest in all accordance with the terms hereof. 2.2 The Pledgor covenants that it will assume the responsibility of recording the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) hereunder in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholder’s register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and Execution Date. Each Pledgor further covenants that it will use his its best endeavors efforts and take all necessary measures to register the Equity Pledge as soon as possible with SAIC (the “Registration competent administrative authority for market regulation of Equity Pledge”)the Company after the Execution Date. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version.​ 2.4. 2.3 During the validity term of this Agreementhereof, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor shall Equity and the Pledgor shall have any no right to make seek any form of recourse or bring any claims against the Pledgee in connection therewith, except where such diminution arises out of any willful conduct of the Pledgee or its gross negligence having immediate causal link with such result. ​ 2.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early repayment of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, upon request by the Pledgee, the Pledgor shall provide other property as security for such impairment in valuethe Secured Indebtedness. 2.5. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth in as prescribed by Article 4 IV hereof. 2.6. Without the prior written consent of the Pledgee, the 2.6 The Pledgor shall not increase the capital of the Company except with prior consent of the Pledgee. Any increase in the capital contribution made by the Pledgor to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall equally become part of the Pledged Equity, and the Pledgor shall register the pledge of the Company Equity corresponding to such capital contribution with the competent administrative authority for market regulation of the Company. ​ 2.7 The Pledgor shall not receive any dividend or allowing any third party to contribute additional capital to profit in respect of the Domestic Company. 2.7. Without the Pledged Equity except with prior written consent of the Pledgee, . Any dividend or profit received by the Pledgor in respect of the Pledged Equity shall not consent to the adoption of any shareholders’ resolution or be deposited into an account designated by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, monitored by the Pledgee and first applied towards repayment of the Secured Indebtedness. 2.8 Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of the Pledgor shall not enter into any transactions in accordance with the Domestic Company. 2.9terms hereof. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.​

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 Hangzhou MYL Consulting as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgee shall Pledgors be able to increase their capital contribution to any or all of the Pledgee, Target Companies. Further capital contribution made by Pledgor (s) in the Pledgor Target Company shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.72.7 Only upon prior consent by Pledgee shall Pledgors be able to receive dividends or share profits from the Pledged Property. Without The dividends or the prior written consent profits received by Pledgors from the Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision of Pledgee and used as the Pledgee, Pledged Property to repay in priority the Pledgor shall not consent Guaranteed Liabilities. 2.8 Xxxxxxx XXXX and Xxxxxx XXXX agree to the adoption bear joint liabilities respectively to Pledgee upon occurrence of any shareholders’ resolution or by any other means permit Breaching Event on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent part of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity HANGZHOU MYL COMMERCIAL and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right right, upon occurrence of the Breaching Event, to collect dividends or dispose of any other distribution paid Pledged Property of either of Pledgors in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to the Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct cause and effect relationship to the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on the Pledgee, in respect of the said reduction in value of the Pledged EquityProperty. 2.4 To the extent not violating provision of Article 2.3 above, nor shall in case of any possibility of obvious reduction in value of the Pledgor have Pledged Property which is sufficient to jeopardize Pledgee's rights, Pledgee may at any right time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with the Pledgors to make any claims against use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee for such impairment are domiciled (any fees incurred in valuerelation thereto shall be borne by Pledgors). 2.5. Upon 2.5 XXXX as a Pledgee shall be deemed to have created the occurrence encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.62.6 Only upon prior consent by the Pledgee shall the Pledgors be able to increase their capital contribution to any or all of the Target Companies. Without Further capital contribution made by Pledgor (s) in the Target Company shall also be part of the Pledged Property. 2.7 Only upon prior written consent by the Pledgee shall the Pledgors be able to receive dividends or share profits from the Pledged Property. The dividends or the profits received by the Pledgors from the Pledged Property shall be deposited into the Pledgee's bank account designated by the Pledgee respectively, to be under the supervision of the PledgeePledgee and used as the Pledged Property to repay in priority the Guaranteed Liabilities. 2.8 Xxxxxxx Xxxxx, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capitalXxxx Xxx , or allowing any third party Xingwang Pu, Xxxxxx Xxxx and Xxxx Xxxx agree to contribute additional capital bear joint liabilities respectively to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption Pledgee upon occurrence of any shareholders’ resolution or by any other means permit Breaching Event on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent part of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity SHESAYS and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right right, upon occurrence of the Breaching Event, to collect dividends or dispose any other distribution paid Pledged Property of any Pledgors in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor 2.1 Pledgors shall have been or will be registered at the local branch of State Administration for Industry and Commerce (hereinafter, “SAIC”) as one of the shareholders of the Domestic Company holding his proportion their respective proportions of the equity interests in the Domestic Company as set forth in Recital (A) Appendix I above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Partiesencumbrances. 2.3. 2.2 The Pledgor Pledgors hereby undertakes undertake that he they will be responsible for for, recording the equity pledge arrangement hereunder (hereinafter, the “Equity Pledge Pledge”) on the shareholder register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his their best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. 2.3 During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor Pledgors have any right to make any claims against the Pledgee for such impairment in value, except where such impairment in value is directly caused by Pledgee’s willful misconduct or gross negligence. 2.52.4 Subject to Article 2.3 above, in case of any actual or potential impairment in value of the Pledged Equity, the Pledgee may request the Pledgors to provide additional guarantees or security to secure the Contract Obligations and the Secured Debts. If the Pledgors fail to comply with the said request to the satisfaction of the Pledgee, the Pledgee may in its discretion dispose of the Pledged Equity on behalf of the Pledgors, and apply the proceeds from such sale towards payment of the Secured Debts, or may deposit such proceeds to the local notary institution where the Pledgee is domiciled (any fees incurred in relation thereto shall be borne by the Pledgors). 2.5 Upon the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. 2.6 Without the prior written consent of the Pledgee, the Pledgor Pledgors shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital capital, to the Domestic Company. 2.7. 2.7 Without the prior written consent of the Pledgee, the Pledgor Pledgors shall not consent to the adoption of pass any shareholders’ resolution or to by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. 2.8 Without the prior written consent of the Pledgee, the Pledgor Pledgors shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security for the timely and complete payment and performance of all the Contract Obligations, Obligations and the Pledgor repayment of the Guaranteed Liabilities. Each Target Company hereby pledges agrees that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee a first security interest in all of according to the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”)provisions hereof. 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The 2.2 Each Pledgor hereby undertakes that he it will be responsible for for, recording the Equity Pledge arrangement of the equity pledge hereunder (hereinafter, the “EQUITY PLEDGE”) on the shareholder register of equityholders (if any) of the Domestic each Target Company on the date hereof or as soon as practicable from the date hereof, and will use his do its best endeavors endeavor to register the Equity Pledge make registration with SAIC (the “Registration registration authorities of Equity Pledge”)industry and commerce of each Target Company. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby Each Target Company respectively undertakes that he it will use his do its best endeavors to register cooperate with the Equity Pledge Pledgors to complete the registration with SAIC by using the Registration Versionauthorities of industry and commerce under this Article. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in value of the Pledged Property, Pledgee shall not be liable in any way for impairment to, nor shall Pledgors have any right to claim in any way or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in valueProperty. 2.5. Upon 2.4 To the occurrence extent not violating provision of Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors). 2.5 HUAYA as Pledgee shall be deemed to have created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity Property in the manner way set forth out in Article 4 hereof. 2.6. Without the 2.6 Only upon prior written consent by Pledgee shall Pledgors be able to increase their capital contribution to any or all of the Pledgee, Target Companies. Further capital contribution made by Pledgor (s) in the Pledgor Target Company shall not increase the registered capital also be part of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic CompanyPledged Property. 2.72.7 Only upon prior consent by Pledgee shall Pledgors be able to receive dividends or share profits from the Pledged Property. Without The dividends or the prior written consent profits received by Pledgors from the Pledged Property shall be deposited into Pledgee’s bank account designated by Pledgee respectively, to be under the supervision of Pledgee and used as the PledgeePledged Property to repay in priority the Guaranteed Liabilities. 2.8 Lxx Xxxxxxx, the Pledgor shall not consent Fxxx Xx agree to the adoption bear joint liabilities respectively to Pledgee upon occurrence of any shareholders’ resolution or by any other means permit Breaching Event on the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent part of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity ASIA TIME and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right right, upon occurrence of the Breaching Event, to collect dividends or dispose of any other distribution paid Pledged Property of either of Pledgors in accordance with respect to the Pledged Equity during the term of this Agreementprovisions hereof.

Equity Pledge. 2.1. As collateral security for 2.1 The Pledgors hereby agree to pledge the timely Pledges they legally own and complete payment and performance have right to dispose of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all accordance with this Agreement, so as to secure the performance of the Pledgor’s rights, title Contractual Obligations and interests, whether now owned or hereinafter acquired by the Pledgor, in repayment of the Pledged Equity Secured Indebtedness. 2.2 The Pledgors warrant that they shall record the equity pledge arrangement (the “Equity Pledge”)) hereunder in the shareholder register of the Company on the execution date of this Agreement, and shall register such Equity Pledge with the industry and commerce registration authority in accordance with Article 2.3. 2.2. 2.3 The Pledgor shall have been or will be registered at Pledgors covenant that they will, within [three (3)] working days after the local branch execution of State Administration this Agreement, procure and cooperate with the Company to submit the application to the relevant industry and commerce registration authority for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests pledge registration in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for relation to the Equity Pledge as provided in this Agreement and/or as otherwise agreed by (the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording “Equity Pledge Registration”), and shall complete the Equity Pledge on Registration within reasonable period of time to the register of equityholders (if any) of extent as allowed under the Domestic Company on the date hereof or as soon as practicable relevant laws and policies. The Equity Pledge shall take effect from the completion date hereof, and will use his best endeavors to register of the Equity Pledge with SAIC (Registration. 2.4 In the “Registration event of Equity Pledge”)any possible obvious decrease in the value of the Pledges, which is sufficient to detriment the rights of the Pledgee, the Pledgee may, at any time, require the Pledgors to provide additional security. In the event the SAIC requires that the Registration Pledgors refuse to or are not able to provide such addition security, the Pledgee may represent the Pledgors to auction or sell off the Pledges, and to reach an agreement with the Pledgors to use the proceeds from the auction or sale for prepayment of Equity Pledge the Secured Indebtedness or deliver the proceeds to a notary public at the place of the Pledgee for escrow (all expenses arising therefrom shall be completed by using an equity pledge agreement between the Parties substantially in form stipulated borne by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionPledgors). 2.4. During the term of this Agreement2.5 Where any Default Event occurs, the Pledgee shall not be liable in any way for impairment in value entitled to dispose of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment Pledges in valueaccordance with Article IV hereof. 2.52.6 Without prior consent of the Pledgee, the Pledgors shall not increase the registered capital of the Company. Upon The increased capital contribution due to the occurrence capital increase by the Pledgors shall be within the scope of the Pledges. 2.7 Without prior consent of the Pledgee, the Pledgors shall not receive any Breaching Eventequity dividends or dividends with respect to the Pledges. The equity dividends or dividends arising from the Pledges distributed to the Pledgors shall be deposited in an account designated by and under the monitor of the Pledgee, to be used as the Pledges for repayment of the Secured Indebtedness. 2.8 Where any Default Event occurs, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent any of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption Pledges of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions Pledgors in accordance with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral ​ 2.1 Each Pledgor hereby agrees to pledge, in accordance with the terms hereof, its lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely performance by such Pledgor of its Contractual Obligations and complete payment and performance its repayment of all Contract Obligations, the Pledgor Secured Indebtedness. The Company hereby pledges agrees for the Pledgors to so pledge the Pledged Equity to the Pledgee a first security interest in all accordance with the terms hereof. ​ 2.2 Each Pledgor covenants that it will assume the responsibility of recording the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) hereunder in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholder’s register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and Execution Date. Each Pledgor further covenants that it will use his its best endeavors efforts and take all necessary measures to register the Equity Pledge as soon as possible with SAIC (the “Registration competent administrative authority for market regulation of Equity Pledge”)the Company after the Execution Date. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version.​ 2.4. 2.3 During the validity term of this Agreementhereof, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor Equity and the Pledgors shall the Pledgor have any no right to make seek any form of recourse or bring any claims against the Pledgee in connection therewith, except where such diminution arises out of any willful conduct of the Pledgee or its gross negligence having immediate causal link with such result. ​ ​ ​ 2.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards early repayment of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, upon request by the Pledgee, the Pledgors shall provide other property as security for such impairment in valuethe Secured Indebtedness. 2.5. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth in as prescribed by Article 4 IV hereof. 2.6. Without 2.6 The Pledgors shall not increase the capital of the Company except with prior written consent of the Pledgee, . Any increase in the Pledgor shall not increase capital contribution made by the Pledgors to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall equally become part of the Pledged Equity, and the Pledgors shall register the pledge of the Company Equity corresponding to such capital contribution with the competent administrative authority for market regulation of the Company. ​ 2.7 The Pledgors shall not receive any dividend or allowing any third party to contribute additional capital to profit in respect of the Domestic Company. 2.7. Without the Pledged Equity except with prior written consent of the Pledgee, . Any dividend or profit received by the Pledgor Pledgors in respect of the Pledged Equity shall not consent to the adoption of any shareholders’ resolution or be deposited into an account designated by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, monitored by the Pledgor Pledgee and first applied towards repayment of the Secured Indebtedness. 2.8 Upon occurrence of an Event of Default, the Pledgee shall not enter into be entitled to dispose of any transactions Pledged Equity of the Pledgors in accordance with the Domestic Company. 2.9terms hereof. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.​

Equity Pledge. 2.1. As collateral security for 2.1 In order to guarantee the timely and complete payment and performance of all Contract Obligationsthe Contractual Obligations of the Pledgor under the Transaction Agreements and the repayment of the Secured Debt, the Pledgor Pledgors hereby pledges agree to pledge the Pledged Property to the Pledgee a first security interest in all of accordance with the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by provisions hereof. The Company hereby agrees that the Pledgor, in Pledgors holding its Company Equity shall be entitled to pledge the Pledged Equity Property to the Pledgee in accordance with the provisions hereof. 2.2 The Pledgors shall record the equity pledge arrangement (hereinafter referred to as the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) hereunder on the local branch date of State Administration for Industry and Commerce (“SAIC”) as one signing the Agreement in the shareholders’ register of the shareholders Company, shall provide the record certificate to the Pledgee in the form satisfactory to the Pledgee, and shall provide the Pledgee with a certificate of registration with competent industrial and commercial administrative department and a certificate of capital contribution of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for Pledgors concerning the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable within 30 days from the date hereofof signing the Agreement or within other periods the parties hereto may otherwise agree. The Pledgee will keep the documents during the pledge period specified therein. 2.3 During the validity period of the Agreement, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In in the event of any reduction in the SAIC requires that value of the Registration of Equity Pledge be completed Pledged Property, unless such reduction was directly caused by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this AgreementPledgee’s intentional activities or gross negligence, the Pledgee shall not be liable and the Pledgors shall not be entitled to any form of recourse or claim against the Pledgee. 2.4 Without violating the provisions of Article 2.3 above, in case there is any way for impairment in possibility that the value of the Pledged EquityProperty will be reduced significantly, nor shall which may be sufficient to effect the Pledgor have any right to make any claims against rights of the Pledgee, the Pledgee may request the Pledgors to provide corresponding guarantees, act as an agent for such impairment the auction or sale of the Pledged Property at any time, agrees with the Pledgee to use the proceeds of auction or sale for early payment of the Secured Debt, or deposit them with the notary office in valuethe place where the Pledgee is located (all expenses arising therefrom shall be born by the Pledgor). 2.52.5 The Pledgee shall be entitled to enjoy the security interest of the first priority in the Pledged Property. Upon In the occurrence event of any Breaching Default Event, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Property in the manner set forth specified in Article 4 hereofthereof. 2.6. Without 2.6 With the prior written consent of the Pledgee, the Pledgor Pledgors shall not be entitled to increase the capital of the Company. The increase amount in the registered capital of the Domestic Company due to the increase in the capital of the Company by contributing additional capital, or allowing any third party to contribute additional capital the Pledgors shall be automatically attributed to the Domestic CompanyPledged Property. The Company shall, and the Pledgors shall also urge the Company to, record the Equity Pledge which has been altered in the shareholders’ register of the Company on the same day that the alteration occurs (including but not limited to capital increase), and shall complete the registration of the alteration of the Equity Pledge with the Industrial and Commercial Departments and provide the Pledgee with the certificate of the registration of the Equity Pledge within 30 days after such alterations or within other time periods the parties may otherwise agree. The Pledgee will keep the documents during the pledge period specified in the Agreement. 2.7. Without 2.7 With the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or may distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term period of pledge under this Agreement the Equity Pledge, the Pledgor Pledgee shall deliver be entitled to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register collect all proceeds (if any) containing the Equity Pledge within five business days from the execution of this Agreement or pledged equity interests in the Company, including but not limited to bonus, dividends and other proceeds arising from the completion of any re-registration of shareholding if the percentage of pledged equity interests changes (in such case, the Pledgor Company. The Pledgors shall deliver pay this part of proceeds to the Pledgee’s custody bank account designated by the updated original capital contribution certificates for the Pledged Equity Pledgee in an appropriate manner that complies with relevant laws and the updated original equityholders’ register (if any) containing the Equity Pledge). regulations. 2.8 The Pledgee shall take custody be entitled to dispose of such original documents during any Pledged Property of the entire term of this AgreementPledgors in accordance with the provisions thereof after Default Event occurs. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.11. As collateral security for The Pledgers unconditionally and irrevocably agree to pledge the timely Pledged Equity that they legally own and complete payment and performance have the right to dispose of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all accordance with the provisions of the Pledgor’s rights, title Agreement as a security for performance of the Contractual Obligations and interests, whether now owned or hereinafter acquired by settlement of Guaranteed Debts. Long-Spring Education Holding agrees that the Pledgor, in Pledgers pledge the Pledged Equity (to the “Equity Pledge”)Pledgee and give the Pledgee the first priority pledge right in accordance with the Agreement. 2.22. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes Pledgers undertake that he they will be responsible for recording the equity pledge arrangements (hereinafter referred to as the “Equity Pledge on Pledge”) in the register of equityholders (if any) the shareholders of Long-Spring Education Holding when the Domestic Company on the date hereof or as soon as practicable from the date hereofpledge registration conditions are met, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”)industrial and commercial registration authority as soon as possible when the pledge registration conditions are met, and assume all related costs. In Long-Spring Education Holding undertakes that it will do its best to cooperate with the event Pledgers to complete the SAIC business registration matters specified in this Article. 3. The Parties confirm that, in the case that the competent industrial and commercial registration authority requires that the Registration principal claim amount involved in the guarantee scope be clearly specified in the equity pledge registration, for the purpose of registering the Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5alone, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors agree to register the claim amount under the series of cooperation agreement as the amount of all and any liabilities for breach of contract and compensation for damages under the Series of Cooperation Agreements. 4. The Equity Pledge under the Agreement shall take effect from the date of registration with SAIC by using the Registration Versionindustrial and commercial registration authority of Long-Spring Education Holding, and continue to be valid until the Series of Cooperation Agreements have been completed, expired or terminated (whichever is later). 2.45. During Where there is any possibility of a significant reduction in the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall which is sufficient to impair the Pledgor have any right to make any claims against rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgers, and agree with the Pledgers to use the proceeds of the auction or sale for such impairment in valueprepayment the Guaranteed Debts or deposit the proceeds with the notary office where the Pledgee is located (any costs incurred thereby shall be assumed by the Pledgers). 2.56. Upon In the case of occurrence of any Breaching Default Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth prescribed in Article 4 hereofIV of the Agreement. 2.67. Without With the prior written consent of the Pledgee, the Pledgor shall not Pledgers may increase the registered capital of Long-Spring Education Holding. The Pledgers irrevocably agree and confirm that the Domestic Company by contributing additional capital, or allowing any third party increased contribution to contribute additional Long-Spring Education Holding due to such capital increase also belongs to the Domestic Company. 2.7. Without the prior written consent of the PledgeePledged Equity, the Pledgor shall not consent and undertake to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing complete the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreementtherefor as soon as possible. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each of the Pledgors hereby agrees to pledge, and the Company hereby agrees to such pledge by the Pledgors of, the Pledged Equity that he/she legally owns and has the right of disposal to the Pledgee as a security for the timely and complete payment and performance of all the Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all Obligations and repayment of the Pledgor’s rights, title and interests, whether now owned or Secured Indebtedness in accordance with the terms of this Agreement. 2.2 The Pledgors undertake to cause the equity pledge under this Agreement (hereinafter acquired by the Pledgor, in the Pledged Equity (referred to as the “Equity Pledge”). 2.2. The Pledgor shall have been or will ) to be registered at recorded in the local branch register of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from of execution of this Agreement; the date hereof, Pledgors further undertake to immediately do their best efforts and will use his best endeavors take all necessary measures to register the Equity Pledge with SAIC at the relevant administration for industry and commerce (the “Registration AIC”) as soon as practicable after the signing of Equity Pledge”)this Agreement. In The Company undertakes to cooperate with the event Pledgors to complete the SAIC requires that matters regarding the Registration registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially as described in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionthis Article. 2.4. 2.3 During the term of this Agreement, the Pledgee shall not be liable liable, and the Pledgors shall not be entitled to any form of recourse or demand against the Pledgee, for any diminution of value in any way for impairment in value the Pledged Equity except that there is a willful misconduct or gross negligence on the part of the Pledgor that has a direct causal connection with such diminution. 2.4 Without prejudice to the Section 2.3 above, if the Pledgee finds that there is any possibility of substantial diminution of value in the Pledged EquityEquity that suffices to impair its rights, nor shall the Pledgee may at any time auction or sell the Pledged Equity for the Pledgors, and enter into an agreement with the Pledgors to use the proceeds from such auction or sale to early repay the Secured Indebtedness or deposit the same to the local notary office in the domicile of the Pledgee (all costs incurred therefrom are to be borne by the Pledgee). In addition, by request of the Pledgee, the Pledgor have any right to make any claims against shall provide other property as collateral for the Pledgee for such impairment in valueSecured Indebtedness. 2.5. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the manner set forth in Article 4 hereofof this Agreement. 2.6. Without 2.6 The Pledgors may not increase the capital of the Company until and unless the prior written consent of the Pledgee, Pledgee is obtained. Any additional contribution by the Pledgor shall not increase Pledgors to the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional as a result of such capital to the Domestic Company. 2.7. Without the prior written consent increase shall also be included as part of the PledgeePledged Equity. To the extent permissible by the PRC Laws, the Pledgor shall not consent register the Equity Pledge to which such additional contribution corresponds at the adoption relevant AIC as soon as practicable after the capital increase is completed. The Company undertakes to cooperate with the Pledgors to complete the matters regarding the registration of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profitsEquity Pledge as described in this Article. 2.8. Without 2.7 The Pledgors undertake to waive the prior written consent right to receive dividends in respect of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term existence of the pledge and to sign the letter of undertakings in respect thereof in a form set forth in Appendix 2 of this Agreement. 2.10. The 2.8 If the Company has to be dissolved or liquidated in accordance with the mandatory provisions of the PRC Laws, any benefits received by and distributed to the Pledgors from the Company after the completion of the dissolution or liquidation proceedings of the Company shall, to the extent not in violation of the PRC Laws, be given away to the Pledgee or its designated entity or individual as required by the Pledgee. 2.9 After the occurrence of an Event of Default, the Pledgee shall have the right right, but no obligation, to collect dividends or dispose of any other distribution paid with respect to the Pledged Equity during of any Pledgor in accordance with the term provisions of this Agreement.

Equity Pledge. 2.1. As collateral security for 2.1 The Pledgors agree to pledge the timely pledged equity legally owned by them and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges at their disposal to the Pledgee a first as security interest in all for payment of the Guaranteed liabilities according to this Agreement. The Company agrees to the Pledgors pledge of the pledged equity to the Pledgee as specified in this Agreement. Specifically, on the date of execution of this Agreement, [Name of Pledgor] pledges his equity accounting for % of the Company’s rights, title registered capital (equivalent to a contribution of RMB ) to the Pledgee; and interests, whether now owned or hereinafter acquired by [Name of Pledgor] pledges its equity accounting for % of the Pledgor, in Company’s registered capital (equivalent to a contribution of RMB ) to the Pledged Equity Pledgee. 2.2 The Pledgors hereby undertake that they will be responsible for registering the arrangement of the equity pledge hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) with registration authorities of industry and commerce where the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company registers on the date hereof or as soon as practicable from of execution of this Agreement. The Company undertakes that it will do its best to cooperate with the Pledgors to complete the registration with authorities of industry and commerce under this Article. The equity pledge under this Agreement shall be established on the date hereof, when the pledge is registered with the registration authorities of industry and will use his best endeavors to register commerce where the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionCompany registers. 2.4. 2.3 During the valid term of this Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct cause and effect relationship with the reduction in value of the Pledged Equity, the Pledgee shall not be liable in any way, nor shall the Pledgors have any right to claim in any way for impairment or propose any demands on the Pledgee, in respect of the said reduction in value of the Pledged Equity. 2.4 To the extent not violating provision of Article 2.3 above, nor shall in case of any possibility of obvious reduction in value of the Pledgor have any right Pledged Equity which is sufficient to make any claims against jeopardize the Pledgee’s rights, the Pledgee may at any time auction or sell off the Pledged Equity on behalf of the Pledgors, and discuss with the Pledgors to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee is domiciled for such impairment keeping (any fees incurred in valuerelation thereto shall be borne by the Pledgee). In addition, as requested by the Pledgee, the Pledgors should provide other property as security for the Guaranteed Liabilities. 2.5. Upon the occurrence 2.5 In case of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner way set forth out in Article 4 hereof. 2.6. Without 2.6 With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase their capital contribution to the Company. Further contribution made by the Pledgors to the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to shall also be part of the Domestic CompanyPledged Equity. 2.7. Without 2.7 With the prior written consent of the Pledgee, the Pledgor shall not consent Pledgors may be able to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any receive dividends or profitsshare profits from the Pledged Equity. 2.8. Without the prior written consent of the Pledgee2.8 Where a Breaching Event occurs, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have has the right to collect dividends or dispose of any other distribution paid with respect to the Pledged Equity during of any of the term Pledgors in accordance with the provisions of this AgreementAgreements.

Equity Pledge. 2.1. 2.1 As collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. 2.2 The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce Market Regulation (“SAICSAMR”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) Appendix I above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. 2.3 The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC SAMR (the “Registration of Equity Pledge”). In the event the SAIC SAMR requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAICSAMR, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC SAMR by using the Registration Version. 2.4. 2.4 During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. 2.5 Upon the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. 2.6 Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company.. ​ ​ 2.7. 2.7 Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. 2.8 Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. 2.9 During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. 2.10 The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.11. As collateral security for The Pledgors unconditionally and irrevocably agree to pledge the timely Pledged Equity that they legally own and complete payment and performance have the right to dispose of all Contract Obligations, in accordance with the Pledgor hereby pledges provisions of this Agreement to the Pledgee as a first security interest in all guaranty for performance of the Pledgor’s rights, title Contractual Obligations and interests, whether now owned or hereinafter acquired by settlement of the Pledgor, in Secured Debts. Beijing P.X. agrees the Pledgors to pledge the Pledged Equity (to the “Pledgee and give the Pledgee the priority which rank first for compensation with respect to the Pledged Equity Pledge”)in accordance with this Agreement. 2.22. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes Pledgors promise that he they will be responsible for recording the equity pledge arrangement under this Agreement (hereinafter referred to as the “Equity Pledge on Pledge”) in the register of equityholders (if any) shareholders of Beijing P.X. when the Domestic Company on the date hereof or as soon as practicable from the date hereofconditions for pledge registration are met, and will use his best endeavors to register the Equity Pledge with SAIC the industrial and commercial registration authority of Beijing P.X. as soon as possible when the pledge registration conditions are met and bear all relevant expenses. Beijing P.X. promises that it will use its best effort to cooperate with the Pledgors to complete the foregoing business registration. 3. If there is any possibility that the Pledged Equity may significantly reduce in value, which is enough to jeopardize the rights of the Pledgee, the Pledgee may at any time represent the Pledgors to auction or sell the Pledged Equity, and make an agreement with the Pledgors to use the payment of the auction or sale to pay for the Secured Debts in advance or to deposit the payment to the notary office where the Pledgee locates (where any costs incurred shall be borne by the “Registration of Equity Pledge”Pledgors). 4. In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence of any Breaching Breach Event, the Pledgee shall have has the right to dispose of the Pledged Equity in the manner set forth prescribed in Article 4 hereofIV of this Agreement. 2.65. Without With the prior written consent of the Pledgee, the Pledgor shall not Pledgors may increase the registered capital of Beijing P.X.. The amount of the Domestic Company increased capital contribution by contributing additional capital, or allowing any third party to contribute additional capital the Pledgors to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor Beijing P.X. shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for also be deemed as the Pledged Equity under this Agreement, and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor pledge shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreementbe conducted as soon as possible. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As the collateral security for the timely and complete full payment of the Secured Debts and the performance of all Contract the Contractual Obligations, the Pledgor Pledgors hereby pledges to the Pledgee create a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in ranking pledge over the Pledged Equity (that it legally owns and has the “Equity Pledge”)right to dispose of in favor of Pledgee in accordance with this Agreement. The Company agrees that Pledgors may create pledge over the equity interests in favor of Pledgee in accordance with this Agreement. 2.2. The Pledgor Pledgors agree and undertake that, upon the execution of this Agreement, Pledgors shall have been or will be registered at immediately record the local branch equity pledge arrangement hereunder on the register of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion on the date on which this Agreement is executed. And Pledgors further undertake that they shall use their best efforts and take all necessary means to apply to the appropriate industrial and commercial administration authorities for registering the creation (or change) of the equity interests pledge under this Agreement. Pledgors and Pledgee shall submit all necessary documents and carry out all necessary procedures in accordance with PRC Laws and the Domestic Company requirements of the relevant industrial and commercial administration authorities to ensure that the equity pledge is registered as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for soon as possible after the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Partiesapplication is submitted. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During Within the term of this Agreement, the Pledgee shall not be liable for any decrease in any way for impairment in the value of the Pledged Equityequity interests, unless it is due to Pledgee’s willful misconduct or gross negligence, nor shall Pledgors be entitled to the Pledgor have right of recourse in any right form or propose any claim against Pledgee. 2.4. Without prejudice to make the provisions in Clause 2.3 of this Agreement, if there is any claims against possibility that the value of the equity interests may decrease significantly, as a result of which the rights of Pledgee for may be impaired, Pledgors agree that Pledgee may act on behalf of Pledgors to auction or sell the equity interests at any time and reach an agreement with Pledgors to use the amount received from the such impairment in valueauction or sale to prepay the Secured Debts or lodge such amount with the notary office at the place where Pledgee is located (any fee arising therefrom shall be paid from the amount received from the auction or sale). In addition, Pledgors shall provide other properties to the satisfaction of Pledgee as a security. 2.5. Upon the occurrence of any Breaching Default Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article Clause 4 hereof. 2.6. Without During the term of this Agreement, with Pledgee’s prior written consent, Pledgors may increase their capital contribution to the Company. The increased capital contribution made by Pledgors in the Company shall also constitute the Pledged Equity and relevant equity pledge registration shall be completed as soon as possible. 2.7. During the Term of Pledge, to the extent that the PRC Law permits, Pledgee has the right to receive any distributions, dividends or other distributable interests arising from the equity interests. With the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital Pledgors may receive dividends or distributions in respect of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7Pledged Equity. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any The dividends or profits. 2.8. Without the prior written consent distributions received by Pledgors in respect of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity shall be deposited in the designated account of Pledgee, held in escrow by Pledgee, and shall first be used to satisfy the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this AgreementSecured Debts. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each Pledgor hereby agrees to pledge, in accordance with the terms hereof, its lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the timely performance by such Pledgor of its Contractual Obligations and complete payment and performance its repayment of all Contract Obligations, the Pledgor Secured Indebtedness. The Company hereby pledges agrees for the Pledgors to so pledge the Pledged Equity to the Pledgee a first security interest in all accordance with the terms hereof. 2.2 Each Pledgor covenants that it will assume the responsibility of recording the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity equity pledge arrangement (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) hereunder in the local branch of State Administration for Industry and Commerce (“SAIC”) as one shareholder’s register of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and Execution Date. Each Pledgor further covenants that it will use his its best endeavors efforts and take all necessary measures to register the Equity Pledge as soon as possible with SAIC (the “Registration competent administrative authority for market regulation of Equity Pledge”). In the event Company after the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration VersionExecution Date. 2.4. 2.3 During the validity term of this Agreementhereof, the Pledgee shall not be liable in whatsoever manner for any way for impairment diminution in value of the Pledged Equity, nor Equity and the Pledgors shall the Pledgor have any no right to make seek any form of recourse or bring any claims against the Pledgee for in connection therewith, except where such impairment in valuediminution arises out of any willful conduct of the Pledgee or its gross negligence having immediate causal link with such result. 2.52.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor ​ ​ and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards early repayment of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, upon request by the Pledgee, the Pledgors shall provide other property as security for the Secured Indebtedness. 2.5 Upon the occurrence of any Breaching EventEvent of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity in the such manner set forth in as prescribed by Article 4 IV hereof. 2.6. Without 2.6 The Pledgors shall not increase the capital of the Company except with prior written consent of the Pledgee, . Any increase in the Pledgor shall not increase capital contribution made by the Pledgors to the registered capital of the Domestic Company by contributing additional capitalas a result of any capital increase shall equally become part of the Pledged Equity, or allowing any third party and the Pledgors shall register the pledge of the Company Equity corresponding to contribute additional such capital to contribution with the Domestic competent administrative authority for market regulation of the Company. 2.7. Without 2.7 The Pledgors shall not receive any dividend or profit in respect of the Pledged Equity except with prior written consent of the Pledgee, . Any dividend or profit received by the Pledgor Pledgors in respect of the Pledged Equity shall not consent to the adoption of any shareholders’ resolution or be deposited into an account designated by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, monitored by the Pledgor Pledgee and first applied towards repayment of the Secured Indebtedness. 2.8 Upon occurrence of an Event of Default, the Pledgee shall not enter into be entitled to dispose of any transactions Pledged Equity of the Pledgors in accordance with the Domestic Companyterms hereof. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each of the Pledgors hereby agrees to pledge all the Pledged Equity Interests legally owned by it and of which it is entitled to dispose to the Pledgee as security for the timely and complete payment and performance repayment of all Contract Obligations, the Secured Indebtedness pursuant to this Agreement. The Company hereby agrees that each of the Pledgor hereby pledges the Equity Interest to the Pledgee a first security interest in all pursuant to this Agreement. In particular, as of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by date of this Agreement: Tan Man shall pledge 81.9999% of the Pledgor, Equity Interests in the Pledged registered capital of the Company (representing a capital contribution of RMB 49,199,940) held by him to the Pledgee; Hunan Yuxiong Enterprise Management Limited Partnership shall pledge 15% of the Equity Interests in the registered capital of the Company (representing a capital contribution of RMB 9,000,000) held by them to the Pledgee; Xxxx Xxxxxxxx shall pledge 3% of the Equity Interests in the registered capital of the Company (representing a capital contribution of RMB 1,800,000) held by her to the Pledgee; Shanghai Hengxiong Enterprise Management Consulting Limited Partnership shall pledge 0.0001% of the Equity Interests in the registered capital of the Company (representing a capital contribution of XXX 00) held by her to the Pledgee. 2.2 Each of the Pledgors covenants to register the pledge of equity interests (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) under this Agreement with the local branch of State Administration for Industry competent industrial and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except commercial registration authority for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, of this Agreement. The Company covenants to use its best efforts to cooperate with the Pledgors to complete the registration with the aforesaid industrial and will use his best endeavors to register the commercial registration authority under this article. The Equity Pledge with SAIC (under this Agreement shall be created upon completion of the “Registration registration of Equity Pledge”). In the event the SAIC requires that the Registration creation of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, Company with the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) competent industrial and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommercial authority. 2.4. 2.3 During the effective term of this Agreement, the Pledgee shall not be liable for any reduction in any way for impairment in the value of the Pledged EquityEquity Interests, nor the Pledgors shall the Pledgor have any right to make any claims claim or request against the Pledgee for any such impairment in valuereduction, provided that such reduction is not a direct result of any willful or gross negligence of the Pledgee. 2.5. Upon 2.4 Subject to the above Article 2.3, in the event of occurrence of any Breaching Eventcircumstance which may cause a substantial reduction in the value of the Pledged Equity Interests and is detrimental to the interests of the Pledgee, the Pledgee may sell, auction or otherwise dispose of the Pledged Equity Interests on behalf of the Pledgors and, upon consultation with the Pledgors, apply the proceeds from such disposal for early repayment of the Secured Indebtedness or to be held by the local notary office where the Pledgee is located in escrow (any such costs in connection therewith shall be fully borne by the Pledgee). In addition, at the request of the Pledgee, the Pledgors shall provide other assets as security for the Secured Indebtedness. 2.5 Upon occurrence of any Event of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Interests in the manner set forth in accordance with Article 4 hereofunder this Agreement. 2.6. Without 2.6 The Pledgors shall not increase the capital of the Company without prior written consent of the Pledgee, . Any additional contribution made by the Pledgor Pledgors as a result of the increase in the Company’s capital shall constitute part of the Pledged Equity Interests. 2.7 The Pledgors shall not increase the registered capital be entitled to receive any dividend or bonus in respect of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the Pledged Equity Interests without prior written consent of the Pledgee. 2.8 Upon occurrence of any Event of Default, the Pledgor Pledgee shall not consent be entitled to the adoption dispose of any shareholders’ resolution or Pledged Equity Interests held by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions in accordance with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term terms of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

Equity Pledge. 2.1. As 2.1 Pledgor hereby agrees to pledge to Pledgee the Pledged Equity, which it lawfully owns and has the right of disposal, as collateral security for the timely and complete payment and performance satisfaction of all Contract Obligations, the Pledgor Secured Obligations in accordance of this Agreement. The Company hereby pledges consents to the Pledgee a first security interest in all pledge of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity by Pledgor in accordance with this Agreement. 2.2 Pledgor covenants that it shall record the equity pledge arrangement hereunder (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) in the local branch register of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or of the execution of this Agreement, and shall complete the registration of the Equity Pledge at the administration for industry and commerce authority where the Company is registered as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versionpossible. 2.4. 2.3 During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in the decrease of value of the Pledged Equity, nor shall the Pledgor have recourse or claim of any right kind against Pledgee with respect thereto, except to make any claims against the Pledgee for extent such impairment in valuedecrease of value is due to Pledgee’s intentional acts or a direct result of Pledgee’s gross negligence. 2.52.4 Subject to Article 2.3, should any substantial decrease of the value of Pledged Equity having a material adverse effect on Pledgee’s rights become probable, Pledgee may auction off or sell the Pledged Equity at any time on behalf of Pledgor, and upon mutual agreement with Pledgor apply the proceeds from such sale to the satisfaction of the Secured Obligations or deposit such proceeds in escrow at the notary public office where Pledgee is located (any cost incurred in connection therewith shall be solely borne by Pledgee). In addition, Pledgor shall, upon Pledgee’s request, provide other properties as collateral. 2.5 Upon the occurrence of any Breaching EventEvents of Default, the Pledgee Pledgor shall have the right to dispose of the Pledged Equity in the manner set forth in accordance with Article 4 hereof. 2.6. Without 2.6 Pledgor may increase the capital contribution of the Company only with the prior written consent of Pledgee. Contribution to the Pledgee, the Pledgor shall not increase the increased registered capital of the Domestic Company made by contributing additional capital, or allowing any third party to contribute additional Pledgor in connection with such capital increase shall also constitute the Pledged Equity. 2.7 Subject to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent may be entitled to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent distributions in respect of the Pledgee, the Pledged Equity. Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During agrees that during the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for any dividends or distributions in respect of the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for constitute the Pledged Equity and to be first applied toward the updated original equityholders’ register (if any) containing satisfaction of the Equity Pledge). The Secured Obligations, which amount shall be transferred by the Company to the bank account designated by Pledgee shall take custody subject to the control of such original documents during the entire term of this AgreementPledgee. 2.10. The 2.8 Upon the occurrence of any Events of Default, Pledgee shall have the right to collect dividends or dispose of any other distribution paid with respect to the Pledged Equity during the term of Pledgor in accordance with this Agreement.

Equity Pledge. 2.1. As collateral 2.1 Each of the Pledgors hereby agrees to pledge all the Pledged Equity Interests legally owned by it and of which it is entitled to dispose to the Pledgee as security for the timely and complete payment and performance repayment of all Contract Obligations, the Secured Indebtedness pursuant to this Agreement. The Company hereby agrees that each of the Pledgor hereby pledges the Equity Interest to the Pledgee a first security interest in all pursuant to this Agreement. In particular, as of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by date of this Agreement: Xxxxx Wang shall pledge 99.4000% of the Pledgor, Equity Interests in the Pledged registered capital of the Company (representing a capital contribution of RMB 1,656,667) held by him to the Pledgee; Lu Yunfen shall pledge 0.6000% of the Equity Interests in the registered capital of the Company (representing a capital contribution of RMB 10,000) held by her to the Pledgee. 2.2 Each of the Pledgors covenants to register the pledge of equity interests (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at ) under this Agreement with the local branch of State Administration for Industry competent industrial and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except commercial registration authority for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from of this Agreement. The Company covenants to use its best efforts to cooperate with the date hereof, Pledgors to complete the registration with the aforesaid industrial and will use his best endeavors to register the commercial registration authority under this article. The Equity Pledge with SAIC (under this Agreement shall be created upon completion of the “Registration registration of Equity Pledge”). In the event the SAIC requires that the Registration creation of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, Company with the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) competent industrial and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Versioncommercial authority. 2.4. 2.3 During the effective term of this Agreement, the Pledgee shall not be liable for any reduction in any way for impairment in the value of the Pledged EquityEquity Interests, nor the Pledgors shall the Pledgor have any right to make any claims claim or request against the Pledgee for any such impairment in valuereduction, provided that such reduction is not a direct result of any willful or gross negligence of the Pledgee. 2.5. Upon 2.4 Subject to the above Article 2.3, in the event of occurrence of any Breaching Eventcircumstance which may cause a substantial reduction in the value of the Pledged Equity Interests and is detrimental to the interests of the Pledgee, the Pledgee may sell by auction or otherwise dispose of the Pledged Equity Interests on behalf of the Pledgors and, upon consultation with the Pledgors, apply the proceeds from such disposal for early repayment of the Secured Indebtedness or to be held by the local notary office where the Pledgee is located in escrow (any such costs in connection therewith shall be fully borne by the Pledgee). In addition, at the request of the Pledgee, the Pledgors shall provide other assets as security for the Secured Indebtedness. 2.5 Upon occurrence of any Event of Default, the Pledgee shall have the right be entitled to dispose of the Pledged Equity Interests in the manner set forth in accordance with Article 4 hereofunder this Agreement. 2.6. Without 2.6 The Pledgors shall not increase the capital of the Company without prior written consent of the Pledgee, . Any additional contribution made by the Pledgor Pledgors as a result of the increase in the Company’s capital shall constitute part of the Pledged Equity Interests. 2.7 The Pledgors shall not increase the registered capital be entitled to receive any dividend or bonus in respect of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the Pledged Equity Interests without prior written consent of the Pledgee. 2.8 Upon occurrence of any Event of Default, the Pledgor Pledgee shall not consent be entitled to the adoption dispose of any shareholders’ resolution or Pledged Equity Interests held by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions in accordance with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term terms of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.