Common use of Event of Default Clause in Contracts

Event of Default. 7.1 Each of the following events shall be regarded as an Event of Default: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunder; 7.1.2 Where any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party (1) is required for early repayment or performance due to Pledgor’s default; or (2) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstance. 7.3 Unless the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor to dispose the Pledge in accordance with Article 8 hereof.

Event of Default. 7.1 7.1. Each of the following events shall be regarded as an Event of Default: 7.1.1 Where Party C the Pledgor or the Domestic Company fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement perform his or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderits Contractual Obligations; 7.1.2 Where any representation or warranty made by the Pledgor in under Article 5 hereof contains serious misrepresentation material misleading statements or error, errors and/or the Pledgor breaches any representation or warranty in under Article 5 hereof; 7.1.3 Where the Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to breaches any covenant under Article 3.1 6 hereof; 7.1.4 Where the Pledgor and Party C breach breaches any provision of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive Except for the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.16.1.1 hereof, where the Pledgor waives the Pledged Equity or transfers or otherwise disposes the Pledged Equity without prior written consent of the Pledgee; 7.1.6 Where any of the Pledgor’s own external loans, guaranteesguaranties, compensations, undertakings or other debt liabilities to any third party repayment obligations (1) is required for early repayment to be repaid or performance performed prior to the scheduled due to Pledgor’s date because of a default; or (2) becomes is due but cannot be repaid or performed as scheduled, causing material adverse effect on the Pledgee to believe that the Pledgor’s ability to perform the obligations hereunderhereunder has been affected; 7.1.7 Where any approval, permit, license the Pledgor is incapable of repaying his general debts or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changedother indebtedness; 7.1.8 Where this Agreement becomes illegal or the Pledgor cannot continue performing its the obligations hereunder due to the promulgation of any applicable lawrelevant laws and regulations; 7.1.9 Where all consents, permits, approvals or authorizations from the governmental agencies which are necessary for the enforceability, legality or effectiveness of this Agreement, are cancelled, suspended, invalidated, or substantially amended; 7.1.10 Where there is any have been adverse change changes to the properties owned by the Pledgor, which causes the Pledgee to believe that the ability of the Pledgor to perform the obligations hereunder has been affected; 7.1.10 7.1.11 Where the successor or trustee custodian of Party C the Domestic Company may only partially perform a portion of, or refuses to perform, the payment obligations under the Exclusive Business Cooperation Agreement; and 7.1.11 7.1.12 Other circumstances where under which the Pledgee cannot or may not exercise its rights the right to enforce the Pledge according to relevant laws and in the Pledgeregulations. 7.2 7.2. The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it is aware of if the Pledgor knows or finds out discovers that any circumstance set forth in event specified under Article 7.1 hereof or the occurrence of any event which that may lead result in the foregoing events has occurred. 7.3. Unless an Event of Default under Article 7.1 hereof has been solved to the said circumstance. 7.3 Unless Pledgee’s satisfaction, the Pledgee, at any time after the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultoccurs, Pledgee may give a written Notice of Default to Pledgor at any time thereafterthe Pledgor, requiring the Pledgor to dispose enforce the Pledge in accordance with Article 8 hereofthis Agreement and the PRC laws and regulations.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded as an deemed Event of Default: 7.1.1 Where Party C Pledgor fails to fully pay the consultation and service fee payable promptly perform or perform in full any of its obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderAgreements; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches violates any warranty of the warranties in Article 5 hereofof this Agreement; 7.1.3 Where Pledgor and Party C the Company fail to complete the Equity pledge registration of the Pledge with the Registration Authority pursuant to Article 3.1 hereofAuthority; 7.1.4 Where Pledgor and Party C or the Company breach any provision provisions of this Agreement; 7.1.5 Where Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or waive abandons the pledged Equity, Equity Interest or assigns the Equity Interest without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any Any of Pledgor’s own loans, guarantees, compensationsindemnifications, undertakings promises or other debt liabilities to any third party or parties (1) is required for become subject to a demand of early repayment or performance due to default on the part of Pledgor’s default; or (2) becomes become due but canare not be capable of being repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderin a timely manner; 7.1.7 Where any Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed; 7.1.8 Where The promulgation of applicable laws renders this Agreement becomes illegal or renders it impossible for Pledgor cannot to continue performing to perform its obligations hereunder due to the promulgation of any applicable lawunder this Agreement; 7.1.9 Where there is any adverse change to the Adverse changes in properties owned by Pledgor, which causes lead Pledgee to believe that the that Pledgor’s ability of Pledgor to perform the its obligations hereunder under this Agreement has been affected; 7.1.10 Where the The successor or trustee custodian of Party C may the Company is capable of only partially perform performing or refuses to perform, the payment obligations perform any obligation under the Business Cooperation AgreementAgreements; and 7.1.11 Other Any other circumstances occur where Pledgee cannot is or may not become unable to exercise its rights right with respect to and in the Pledge. 7.2 Upon notice or discovery of the occurrence of any circumstances described in Section 7.1 or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstanceaccordingly. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 has been successfully resolved satisfactory to Pledgee Pledgee’s satisfaction within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee’s notice, Pledgee may give issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafterthereafter and demand that Pledgor immediately pays all payments due under the Cooperation Agreements, requiring the Pledgor to dispose and/or disposes of the Pledge in accordance with the provisions of Article 8 hereofof this Agreement.

Event of Default. 7.1 Each Any of the following events shall be regarded is deemed as an Event of Default: 7.1.1 Where Party C Beijing Company fails to fully pay the consultation and service fee payable perform its obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderMaster Agreement; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation of the Pledgors under this Agreement is substantially misleading or erroruntrue, and/or Pledgor any of the Pledgors breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor of his representations and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of warranties under this Agreement; 7.1.3 Any of the Pledgors breaches its covenants hereunder; 7.1.4 Any of the Pledgors breaches any provision hereof; 7.1.5 Where Pledgor Except that any of the Pledgors transfers the equity interests to the Pledgee or purports to transfer the Pledgee’s designated person in accordance with the Exclusive Purchase Option Agreement, any of the Pledgors waives the Pledged Equity Interests or waive transfers the pledged Equity, or Pledged Equity Interests without the written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loansAny external borrowings, guaranteesguaranty, compensationsindemnification, undertakings or any other debt liabilities to any third party of the Pledgors (1) is required for to be repaid or exercised early repayment or performance due to Pledgor’s its default; or (2) becomes due but canis not be repaid or performed as scheduledexercised when due, causing material adverse effect on Pledgor’s which makes the Pledgee reasonably believes that the ability of the Pledgors to perform their obligations under this Agreement has been impaired. 7.1.7 Any of the Pledgors fails to repay general debts or other liabilities; 7.1.8 This Agreement is deemed to be illegal with promulgation of related laws, or any of the Pledgors is unable to continue to perform his obligations hereunder; 7.1.7 Where any approval7.1.9 The consent, permit, license approval or authorization of from the governmental authority which makes competent authorities for making this Agreement enforceable, lawful and effective legal or valid is withdrawnrevoked, suspended, invalid invalidated or substantially changedmaterially amended; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due 7.1.10 Adverse change occur with respect to the promulgation assets of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by PledgorPledgors, which causes makes the Pledgee to believe reasonably believes that the ability of Pledgor the Pledgors to perform the their obligations hereunder under this Agreement has been affected;impaired. 7.1.10 Where 7.1.11 Successor of the successor Pledgors or trustee of Party C may Beijing Company can only partially perform part of, or refuses to perform, the payment its obligations under the Business Cooperation this Agreement; and. 7.1.11 7.1.12 Other circumstances where occur which make the Pledgee cannot unable to exercise or may not exercise its rights to and dispose of the Pledge Right in the Pledgeaccordance with related laws. 7.2 Pledgor shall immediately notify Pledgee in writing once it In the event that is aware of or finds out discover that any circumstance set forth issue described in the above Article 7.1 or any other issue which may cause the occurrence of any event which may lead such mentioned issues has occurred, the Pledgors shall give a prompt written notice to the said circumstancePledgee. 7.3 Unless that the Event of Default listed specified in this above Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee, otherwise the Pledgee is entitled to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give (not obligated to) serve a Notice of Default to Pledgor at the Pledgors immediately following or any time thereafterafter the occurrence of the Event of Default, requiring to require the Pledgor Pledgors and Beijing Company to immediately perform its obligations under the Master Agreement (including without limitation to payment of the due and unpaid debts and other amounts payable under the Services Agreements) or dispose of the Pledge Right in accordance with Article 8 hereof.

Event of Default. 7.1 Each The occurrence of one or more of the following events shall be regarded as an “Event of Default” hereunder: 7.1.1 Where Party C (i) if on any Payment Date the funds in the Debt Service Payment Sub-Account are insufficient to pay the Required Debt Service Payment due on such Payment Date and the Borrowers fail to pay such insufficiency on such Payment Date; provided that Borrowers shall have an additional two Business Days past the related Payment Date to make any such payment, but only once during any twelve month period; (ii) intentionally omitted; (iii) if the Borrowers fail to pay the outstanding Indebtedness on the Maturity Date; (iv) if on any Payment Date the Borrowers fail to pay the Basic Carrying Costs Monthly Installment, the Capital Reserve Monthly Installment, the Cash Collateral Account Bank Fees due on such Payment Date (to the extent Borrowers are obligated to make such payments hereunder); provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (v) if on the date any payment of a Basic Carrying Cost would become delinquent, the funds in the Basic Carrying Costs Sub-Account together with any funds in the Cash Collateral Account not allocated to another Sub-Account are insufficient to make such payment and Borrower has not otherwise paid such Basic Carrying Cost or funded such shortfall to Lender; provided that Borrowers shall have an additional two (2) Business Days past the related Payment Date to make any such payment, but only once during any twelve (12) month period; (vi) the occurrence of the events identified elsewhere in the Loan Documents as constituting an “Event of Default”; (vii) any breach of Sections 2.11(a) (subject, however, to the proviso in Section 2.11(a)(ii)) , 2.11(b), 2.11(e), 5.1(T), 5.1(V), 5.1(W), 5.1(X), or 6.1(B); (viii) intentionally omitted; (ix) if without Lender’s prior written consent (which consent shall not be unreasonably withheld) (A) any Franchisor resigns or is removed or is replaced (except as otherwise expressly provided herein), or (B) any Franchise Agreement is entered into for any Individual Property or (C) there is any material change in or termination of any Franchise Agreement for any Individual Property; (x) if any Borrower fails to fully pay the consultation and service fee any other amount payable under the Business Cooperation pursuant to this Agreement or any Secured Debtother Loan Document within two (2) Business Days of the date when due and payable in accordance with the provisions hereof or thereof, or repay as the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereundercase may be; 7.1.2 Where (xi) if any representation or warranty made herein by Pledgor Borrowers or Operating Lessee or in Article 5 hereof contains serious misrepresentation any other Loan Document, or errorin any report, and/or Pledgor breaches certificate, financial statement or other Instrument, agreement or document furnished by any Borrower or Operating Lessee in connection with this Agreement, the Note or any other Loan Document executed and delivered by such Borrower or Operating Lessee, as applicable, shall be false in any material respect as of the date such representation or warranty in Article 5 hereofwas made or remade; 7.1.3 Where Pledgor and Party C fail to complete (xii) if any Borrower, any of such Borrower’s partners or members, as applicable, Operating Lessee, or any SPE Equity Owner makes an assignment for the benefit of creditors; (xiii) if a receiver, liquidator or trustee shall be appointed for any Borrower, any of such Borrower’s partners, members or shareholders, as applicable, or any SPE Equity pledge registration with the Registration Authority Owner or if any Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to Article 3.1 hereoffederal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by such Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner or if any proceeding for the dissolution or liquidation of such Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by such Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner as the case may be, upon the same not being discharged, stayed or dismissed within ninety (90) days; or if such Borrower, any of such Borrower’s partners, members or shareholders, as applicable, Operating Lessee or any SPE Equity Owner shall generally not be paying its debts as they become due; 7.1.4 Where Pledgor and Party C breach (xiv) if any Borrower or Operating Lessee attempts to delegate its obligations or assign its rights under this Agreement, any of the other Loan Documents or any interest herein or therein; (xv) if any provision of any organizational document of any Borrower, Operating Lessee or any SPE Equity Owner is amended or modified in any respect, or if any Borrower, Operating Lessee, any SPE Equity Owner or any of their respective partners, members, or shareholders as applicable, fails to perform or enforce the provisions of such organizational documents or attempts to dissolve any Borrower, Operating Lessee or any SPE Equity Owner; or if any Borrower, Operating Lessee or any SPE Equity Owner or any of their respective partners, members or shareholders, as applicable, breaches any of the covenants set forth in Sections 5.1(T) or 6.1(D); (xvi) [Intentionally omitted]; (xvii) if an event or condition specified in Section 5.1(S) shall occur or exist with respect to any Plan, Multiemployer Plan or plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any ERISA Affiliate or any affiliate shall incur or in the opinion of Lender shall be reasonably likely to incur a liability to a Plan, a Multiemployer Plan, PBGC or plan (or any combination of the foregoing) which would constitute, in the determination of Lender, a Material Adverse Effect; (xviii) any breach of Section 5.1(I) or 5.1(P), or, if without Lender’s prior written consent, except as expressly permitted in this Agreement, (A) any Manager resigns or is removed or is replaced, (B) any Management Agreement is entered into for any Individual Property or (C) there is any material change in or termination of any Management Agreement for any Individual Property; (xix) any “Event of Default” under any of the other “Loan Agreements” referenced in the Cooperation Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or (xx) if without Lender’s prior written consent of Pledgee(A) any Operating Lessee resigns or is removed or is replaced, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where (B) any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to Operating Lease is entered into for any third party (1) is required for early repayment or performance due to Pledgor’s default; Individual Property or (2C) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability in or termination of Pledgor to perform the obligations hereunder has been affectedany Operating Lease; 7.1.10 Where (xxi) if any Borrower or Operating Lessee shall be in default under any of the successor other obligations, agreements, undertakings, terms, covenants, provisions or trustee conditions of Party C may only partially perform or refuses to performthis Agreement, the payment obligations under Notes, any Mortgage or the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee canother Loan Documents, not otherwise referred to in this Section 7.1, for ten (10) days after written notice to any Borrower from Lender or may not exercise its rights to and successors or assigns, in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence case of any event default which may lead to can be cured by the said circumstance. 7.3 Unless the Event payment of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within a commercially reasonable sum of money or for thirty (30) days after written notice from Lender or its successors or assigns, in the case of any other default (unless otherwise provided herein or in such other Loan Document); provided, however, that if such non-monetary default under this subparagraph is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such default, but in no event shall such period exceed ninety (90) days after the original notice from Lender; (xxii) if any Operating Lessee is in default beyond any applicable notice or cure period under the applicable Operating Lease; (xxiii) if an “Event of Default” shall occur under any Subordination, Attornment and Security Agreement; (xxiv) Borrower’s failure to complete all PIP Work in all material respects on or before the earlier of (a) the relevant dates set forth in the applicable Property Improvement Plans (as such dates may be extended by Manager from time to time) and (b) the date any franchisor under any Franchise Agreement declares an event of default in connection with Borrower’s PIP Work; (xxv) [intentionally omitted]; and (xxvi) if any of the assumptions set forth in that certain non-consolidation opinion from the Borrowers’ counsel to Lender dated as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor at date hereof shall be untrue in any time thereafter, requiring the Pledgor to dispose the Pledge in accordance with Article 8 hereofmaterial respect.

Event of Default. 7.1 7.1. Each of the following events shall be regarded as an Event of Default: 7.1.1 Where Party C the Pledgor or the Domestic Company fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement perform his or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderits Contractual Obligations; 7.1.2 Where any representation or warranty made by the Pledgor in under Article 5 hereof contains serious misrepresentation material misleading statements or error, errors and/or the Pledgor breaches any representation or warranty in under Article 5 hereof; 7.1.3 Where the Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to breaches any covenant under Article 3.1 6 hereof; 7.1.4 Where the Pledgor and Party C breach breaches any provision of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive Except for the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.16.1.1 hereof, where the Pledgor waives the Pledged Equity or transfers or otherwise disposes the Pledged Equity without prior written consent of the Pledgee; 7.1.6 Where any of the Pledgor’s own external loans, guaranteesguaranties, compensations, undertakings or other debt liabilities to any third party repayment obligations (1) is required for early repayment to be repaid or performance performed prior to the scheduled due to Pledgor’s date because of a default; or (2) becomes is due but cannot be repaid or performed as scheduled, causing material adverse effect on the Pledgee to believe that the Pledgor’s ability to perform the obligations hereunderhereunder has been affected; 7.1.7 Where any approval, permit, license the Pledgor is incapable of repaying his general debts or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changedother indebtedness; 7.1.8 Where this Agreement becomes illegal or the Pledgor cannot continue performing its the obligations hereunder due to the promulgation of any applicable lawrelevant laws and regulations; 7.1.9 Where all consents, permits, approvals or authorizations from the governmental agencies which are necessary for the enforceability, legality or effectiveness of this Agreement, are cancelled, suspended, invalidated, or substantially amended; 7.1.10 Where there is any have been adverse change changes to the properties owned by the Pledgor, which causes the Pledgee to believe that the ability of the Pledgor to perform the obligations hereunder has been affected; 7.1.10 7.1.11 Where the successor or trustee custodian of Party C the Domestic Company may only partially perform a portion of, or refuses to perform, the payment obligations under the Exclusive Business Cooperation Agreement; and 7.1.11 7.1.12 Other circumstances where under which the Pledgee cannot or may not exercise its rights the right to enforce the Pledge according to relevant laws and in the Pledgeregulations. 7.2 7.2. The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it is aware of if the Pledgor knows or finds out discovers that any circumstance set forth in event specified under Article 7.1 hereof or the occurrence of any event which that may lead result in the foregoing events has occurred. 7.3. Unless an Event of Default under Article 7.1 hereof has been solved to the said circumstance. 7.3 Unless Pledgee’s satisfaction, the Pledgee, at any time after the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultoccurs, Pledgee may give a written Notice of Default to Pledgor at any time thereafterthe Pledgor, requiring the Pledgor to dispose enforce the Pledge in accordance with Article 8 hereofthis Agreement and the PRC laws and regulations.

Event of Default. 7.1 Each of the following events shall be regarded as an Event of Default: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.86.9, if any, or breaches any other obligation of Party C thereunder; 7.1.2 Where any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party (1) is required for early repayment or performance due to Pledgor’s default; or (2) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstance. 7.3 Unless the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor to immediately pay all outstanding amount due and payable under the Business Cooperation Agreement and all other due and payable amounts to Pledgee, and/or repay the loan and/or dispose the Pledge in accordance with Article 8 hereof.

Event of Default. 7.1 Each of All the following events matters shall be regarded as an Event of Default: 7.1.1 Where Party C fails to timely and fully pay the amounts repayable, including consultation and service fee payable fees, under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if anyAgreement, or breaches any other obligation of Party C obligations thereunder; 7.1.2 Where any representation Any of the representations or warranty warranties made by Pledgor in the Pledgors under Article 5 hereof contains serious misrepresentation of this Agreement is materially misleading or errorwrong, and/or Pledgor breaches the Pledgors take any warranty in actions that violate the representations and warranties under Article 5 hereofof this Agreement; 7.1.3 Where Pledgor The Pledgors and Party C fail to complete register this Pledge Right in the Equity pledge registration Register of Shareholders of Party C in accordance with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor The Pledgors and Party C breach violate any provision provisions of this Agreement; 7.1.5 Where Pledgor transfers Except for the provision of Article 6.1.1 of this Agreement, the Pledgors dispose of the pledged Equity Interest or purports arbitrarily transfer or intend to transfer or waive the pledged Equity, or Equity Interest without written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities With respect to any third party external loan, security, compensation, commitment or any other obligations of payment by the Pledgors, (1) is required for early an earlier repayment or performance due to Pledgor’s defaultrequired as a result of its breach of agreement; or (2) becomes due but cannot be repaid a failure of timely repayment or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderperformance; 7.1.7 Where any approvalAny consent, permit, license approval or authorization of government departments necessary for the governmental authority which makes enforceability of this Agreement enforceable, lawful and effective or the lawfulness or effectiveness of this Agreement is withdrawn, suspended, invalid invalidated or substantially changedmaterially modified; 7.1.8 Where this This Agreement becomes illegal or Pledgor the Pledgors cannot continue performing its to perform their obligations hereunder under this Agreement due to the promulgation of any applicable lawlaws; 7.1.9 Where there is any Any adverse change occurs to the properties property owned by Pledgorthe Pledgors, which causes the Pledgee to believe conclude that the Pledgors’ ability of Pledgor to perform the their obligations hereunder under this Agreement has been affected; 7.1.10 Where the The successor or trustee receiver of Party C may can only partially perform part of or refuses to perform, perform the payment obligations liability under the Business Cooperation Agreement; and 7.1.11 Other circumstances Any other circumstance where the Pledgee canmay not or possibly may not exercise its rights to and dispose of the Pledge Right in the Pledgeaccordance with relevant laws. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware In case of knowing or finds out finding the occurrence of any circumstance set forth events in Article 7.1 or circumstances that may result in the occurrence of any event which may lead to abovementioned events, the said circumstancePledgors shall immediately inform Pledgee in writing. 7.3 Unless the Event of Default listed in this Article 7.1 has been completely resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee to Pledgor and/or Party C requiring Pledgee, the latter to remedy their/its default, Pledgee may give issue a Default Notice of Default in writing to Pledgor the Pledgors upon or at any time thereafterafter the occurrence of Pledgors’ Event of Default, requiring the Pledgor Pledgors to pay immediately all debts and other due amount under the Business Cooperation Agreement, or/and may dispose of the Equity Pledge in accordance with Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of the The following events shall be regarded deemed as an Event events of Defaultdefault: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunder; 7.1.2 Where any Any representation or warranty made by Pledgor the Xxxxxxx in Article 5 hereof contains serious misrepresentation is materially misleading or errorwrong, and/or Pledgor breaches any the Xxxxxxx violates the warranty made in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to 7.1.2 The Xxxxxxx violates its undertaking in Article 3.1 6 hereof; 7.1.4 Where Pledgor and Party C breach 7.1.3 The Xxxxxxx or the Domestic Company violates any provision of the provisions of this AgreementAgreement or the Main Agreements or fails to perform its obligations under the above-mentioned Agreements; 7.1.4 Any term or obligation of the Xxxxxxx or the Domestic Company in this Agreement or the Main Agreements is deemed illegal, invalid, void or unenforceable; 7.1.5 Where Pledgor transfers or purports to transfer or waive The Xxxxxxx abandons the pledged Pledged Equity, or transfers the Pledged Equity without prior written consent of the Pledgee, assign or sets up any encumbrance on the pledged Equity, except under Pledged Equity without prior consent of the specified circumstance set forth in Article 6.1.1Pledgee; 7.1.6 Where any of Pledgor’s own loansAny external loan, guaranteesguarantee, compensationswarranty, undertakings compensation, promise or other debt repayment liabilities to any third party of the Xxxxxxx (1) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s default; , or (2) becomes due has expired but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgorleading to the Pledgee’s belief that the Xxxxxxx’x ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing fulfill its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.7 The Xxxxxxx cannot repay its ordinary debts or other debts; 7.1.8 Any newly promulgated law makes, or any applicable law considers that any provision hereunder is illegal, or causes the Xxxxxxx cannot continue to perform its obligations hereunder; 7.1.9 If any governmental consent, permission, approval or authorization necessary to make this Agreement enforceable or legal or effective is revoked, terminated, invalid or substantially modified; 7.1.10 Where Due to unfavorable changes in the successor or trustee of Party C may only partially perform or refuses to performproperty owned by the Xxxxxxx, the payment Pledgee believes that the Xxxxxxx’x ability to fulfill its obligations under the Business Cooperation Agreement; andhereunder has been affected. 7.1.11 The Xxxxxxx breaches the Agreement by its any act and/or omission in violation of the terms hereof; or 7.1.12 Other circumstances where under which the Pledgee cannot or may not exercise its rights to dispose of the right of pledge in accordance with relevant laws and in the Pledgeregulations. 7.2 Pledgor The Xxxxxxx shall immediately notify the Pledgee in writing once if it is aware known or discovered that any of or finds out any circumstance set forth the events mentioned in this Article 7.1 or the occurrence of any event which that may lead to the said circumstanceabove events have occurred. 7.3 Unless the Event of Default default events listed in this Article 7.1 has have been satisfactorily resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the Pledgee, the Pledgee may issue a written notice of Pledgee default to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice Xxxxxxx at the time of Default to Pledgor or at any time thereafterafter the occurrence of such default, requiring the Pledgor Xxxxxxx or the Domestic Company to immediately perform its obligations under the Main Agreements, or the Pledgee may dispose of the Pledge right of pledge in accordance with Article 8 hereof.

Event of Default. 7.1 Each of the following events circumstances shall be regarded as constitute an Event of Default: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunder; 7.1.2 Where any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or The Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor of its obligations and Party C fail to complete liabilities under the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of Transaction Agreements and/or this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent 7.1.2 Party C breaches any of Pledgee, assign the pledged Equity, except its obligations and liabilities under the specified circumstance set forth in Article 6.1.1Transaction Agreements and/or this Agreement; 7.1.6 Where any of Pledgor’s own 7.1.3 Any loans, guaranteesguarantee, compensationsindemnification, undertakings commitment or other debt liabilities to any third party indebtedness incurred or assumed by the Pledgor, (1) is that are accelerated and required for early repayment to be repaid or performance performed prior to the due to Pledgor’s defaultdate as a result of a default thereunder; or (2) becomes that have become due but canhave not be been repaid or performed as scheduledwhen due, causing material which, in the opinion of the Pledgee, has an adverse effect impact on the Pledgor’s ability to perform the his obligations hereunderunder this Agreement; 7.1.7 Where 7.1.4 This Agreement becomes illegal or the Pledgor is unable to continue to perform his obligations under this Agreement as a result of any promulgation of laws and regulations; 7.1.5 Any approval, permit, license or authorization from any competent government authority as required for the enforceability, legality or effectiveness of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawnrevoked, suspended, invalid invalidated or substantially changedmaterially amended; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties 7.1.6 Any property owned by the Pledgor is adversely altered or damaged which, in the opinion of the Pledgee, has an adverse impact on the Pledgor, which causes Pledgee to believe that the ’s ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment his obligations under the Business Cooperation this Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 Should there arise any event set forth in Section 7.1 or any circumstance that may result in the foregoing events, the Pledgor and Party C shall immediately notify the Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstancewriting. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 has been resolved satisfactory to remedied at the request of the Pledgee within thirty twenty (3020) days as upon receipt of the notice of the Pledgee to Pledgor and/or Party C requiring requesting the latter to remedy their/its defaultrectification of such Event of Default, the Pledgee may give issue a Notice of Default to the Pledgor in writing at any time thereafter, requiring requesting the Pledgor to dispose exercise of the Pledge in accordance with Article Section 8 hereof.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded as an deemed Event of Default: 7.1.1 Where Party C fails to fully pay in full any of the consultation consulting and service fee fees payable under the Exclusive Business Cooperation Agreement or any Secured DebtAgreement, or fail to repay the its loan mentioned in Article 6.8, if any, or breaches any other obligation obligations of Party C thereunderunder the Control Agreements; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches violates any warranty of the warranties in Article 5 hereofof this Agreement; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration of the Pledge with the Registration Authority pursuant to Article 3.1 hereofAuthority; 7.1.4 Where Pledgor and Party C breach any provision provisions of this Agreement; 7.1.5 Where Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or waive abandons the Equity Interest pledged Equity, or assigns the Equity Interest pledged without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any Any of Pledgor’s own loans, guarantees, compensationsindemnifications, undertakings promises or other debt liabilities to any third party or parties (1) is required for become subject to a demand of early repayment or performance due to default on the part of Pledgor’s default; or (2) becomes become due but canare not be capable of being repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderin a timely manner; 7.1.7 Where any Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed; 7.1.8 Where The promulgation of applicable laws renders this Agreement becomes illegal or renders it impossible for Pledgor cannot to continue performing to perform its obligations hereunder due to the promulgation of any applicable lawunder this Agreement; 7.1.9 Where there is any adverse change to the Adverse changes in properties owned by Pledgor, which causes lead Pledgee to believe that the that Pledgor’s ability of Pledgor to perform the its obligations hereunder under this Agreement has been affected; 7.1.10 Where the The successor or trustee custodian of Party C may is capable of only partially perform performing or refuses to perform, perform the payment obligations under the Exclusive Business Cooperation Agreement; and 7.1.11 Other Any other circumstances occur where Pledgee cannot is or may not become unable to exercise its rights right with respect to and in the Pledge. 7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstanceaccordingly. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 has been successfully resolved satisfactory to Pledgee Pledgee’s satisfaction within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee’s notice, Pledgee may give issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafterthereafter and demand that Pledgor immediately pays all outstanding payments due under the Control Agreements, requiring the Pledgor and/or repays loans and all other payments due to dispose Pledgee, and/or disposes of the Pledge in accordance with the provisions of Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded as an deemed Event of Default: 7.1.1 Where Party C fails to fully pay in full any of the consultation consulting and service fee fees payable under the Exclusive Business Cooperation Agreement or any Secured DebtAgreement, or fail to repay the its loan mentioned in Article 6.8, if any, or breaches any other obligation obligations of Party C thereunder; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches violates any warranty of the warranties in Article 5 hereofof this Agreement; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration of the Pledge with the Registration Authority pursuant to in accordance with Article 3.1 hereof3 of this Agreement; 7.1.4 Where Pledgor breach covenants and further agreement under Article 6 of this Agreement; 7.1.5 Pledgor and Party C breach any provision provisions of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any Any of Pledgor’s own loans, guarantees, compensationsindemnifications, undertakings promises or other debt liabilities to any third party or parties (1) is required for become subject to a demand of early repayment or performance due to default on the part of Pledgor’s default; or (2) becomes become due but canare not be capable of being repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderin a timely manner; 7.1.7 Where any Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed; 7.1.8 Where The promulgation of applicable laws renders this Agreement becomes illegal or renders it impossible for Pledgor cannot to continue performing to perform its obligations hereunder due to the promulgation of any applicable lawunder this Agreement; 7.1.9 Where there is any adverse change to the Adverse changes in properties owned by Pledgor, which causes lead Pledgee to believe that the that Pledgor’s ability of Pledgor to perform the its obligations hereunder under this Agreement has been affected; 7.1.10 Where the The successor or trustee custodian of Party C may is capable of only partially perform performing or refuses to perform, perform the payment obligations under the Business Cooperation AgreementTransaction Documents; and 7.1.11 Other Any other circumstances occur where Pledgee cannot is or may not become unable to exercise its rights right with respect to and in the Pledge. 7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstanceaccordingly. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 has been successfully resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee’s satisfaction, Pledgee may give issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafterthereafter and demand that Pledgor immediately pays all outstanding payments due under the Exclusive Business Cooperation Agreement, requiring the Pledgor and/or repays loans and all other payments due to dispose Pledgee, and/or disposes of the Pledge in accordance with the provisions of Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded as an deemed Event of Default: 7.1.1 Where Party C Lenovo Security fails to fully pay in full any of the consultation consulting and service fee fees payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderAgreement; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches violates any warranty of the warranties in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.3 Pledgor breaches any of the covenants in Article 6 of this Agreement; 7.1.4 Pledgor fails to complete the filing procedure of the Pledge stipulated in Section 3.1; 7.1.5 Where Pledgor breaches any provisions of this Agreement; 7.1.6 Pledgor transfers or purports to transfer abandons the Shares pledged or waive assigns the Shares pledged Equity, or without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any 7.1.7 Any of Pledgor’s own loans, guarantees, compensationsindemnifications, undertakings promises or other debt liabilities to any third party or parties (1) is required for become subject to a demand of early repayment or performance due to default on the part of Pledgor’s default; or (2) becomes become due but canare not be capable of being repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderin a timely manner; 7.1.7 Where any 7.1.8 Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed; 7.1.8 Where 7.1.9 The promulgation of applicable laws renders this Agreement becomes illegal or renders it impossible for Pledgor cannot to continue performing to perform its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affectedunder this Agreement; 7.1.10 Where the The successor or trustee custodian of Party C may Lenovo Security is capable of only partially perform or refuses to perform, perform the payment obligations under the Business Cooperation Agreement; and; 7.1.11 Other Any other circumstances occur where Pledgee cannot or may not is unable to exercise its rights right with respect to and in the Pledge. 7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstanceaccordingly. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 has been successfully resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee’s satisfaction, Pledgee may give issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafterthereafter and demand that Pledgor immediately pay all outstanding payments due under the Business Cooperation Agreement and all other payments due to Pledgee, requiring the Pledgor to or dispose of the Pledge in accordance with the provisions of Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of the The following events shall all be regarded deemed as an Event Events of Default: 7.1.1 Where Party C fails Pledgors and/or CHJ fail to fully pay the consultation and service fee payable perform their obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderAgreements; 7.1.2 Where any representation Any of the representations, warranties or warranty undertakings made by Pledgor the Pledgors in Article Articles 5 and 6 hereof contains serious misrepresentation is materially misleading or errorerroneous, and/or Pledgor breaches any warranty the Pledgors breach the representations, warranties or undertakings in Article Articles 5 and 6 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C The Pledgors materially breach any provision term of this Agreement; 7.1.5 Where Pledgor transfers 7.1.4 Except as provided in Article 6.1.1 hereof, the Pledgors relinquish the Equity Interest pledged or purports to transfer or waive the Equity Interest pledged Equity, or without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1Party A; 7.1.6 Where any 7.1.5 Any of Pledgor’s the Pledgors’ own loansexternal borrowings, guaranteessecurities, compensations, undertakings or other debt payment liabilities to any third party (1) is required for early repayment to be paid or performance performed before schedule due to Pledgor’s default; breach or (2) becomes is due but cannot be repaid or performed on schedule, and as scheduleda result, causing material adverse effect on Pledgor’s Party A has reason to believe that the ability of the Pledgors to perform the obligations hereunderhereunder has been affected, and accordingly affecting the interest of Party A; 7.1.6 The Pledgors is unable to pay normal debts or other indebtedness, and accordingly affecting the interests of Party A; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this This Agreement becomes illegal or Pledgor the Pledgors cannot continue performing its to perform the obligations hereunder due to the promulgation of any applicable relevant law; 7.1.8 The consent, permit, approval or authorization of any governmental department necessary for the enforceability, legality or effectiveness is revoked, suspended, expired or materially changed; 7.1.9 Where there is Party A believes that the ability of the Pledgors to perform the obligations hereunder has been affected due to any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affectedPledgors; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee under which Party A cannot or may not exercise its rights dispose of the Pledge according to and in the Pledgeprovisions of the relevant law. 7.2 Pledgor shall immediately notify Pledgee in writing once it is If the Pledgors are or become aware of or finds out any circumstance set forth of the events referred to in the Article 7.1 above or the occurrence of any event which may lead to the said circumstanceoccurrence of the above-mentioned events, they shall promptly notify Party A in writing. For the avoidance of doubt, each party of Party B has only the obligation to notify Party A in Article 7.1 in relation to its respective pledged equity. 7.3 Unless the Events of Default set out in clause 7.1 of this Article have been satisfactorily resolved in a way satisfactory to Party A, Party A may, at any time at or after the occurrence of an Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as on the part of the Pledgors, send a written Default Notice to the Pledgors requesting them to promptly pay the amounts owed and other amounts payable under the Agreements or to perform Agreements on a timely basis. If the Pledgors or CHJ fails to timely cure the breach or take necessary remedies within 10 days from the date on which such written notice of Pledgee to Pledgor and/or is sent, Party C requiring the latter to remedy their/its default, Pledgee A may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor to dispose exercise the Pledge in accordance with the provisions of Article 8 hereof.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the event of Defaultdefault: 7.1.1 Where Party C SH Huxin fails to fully pay make full payment of the consultation exclusive technical consulting and service fee payable fees as scheduled under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderService Agreement; 7.1.2 Where The Pledgor makes any representation material misleading or warranty made by Pledgor in fraudulent representations or warranties under Article 5 hereof contains serious misrepresentation or errorherein, and/or the Pledgor breaches is in violation of any warranty in warranties under Article 5 hereofherein; 7.1.3 Where The Pledgor and Party C fail to complete violates the Equity pledge registration with the Registration Authority pursuant to covenants under Article 3.1 hereof6 herein; 7.1.4 Where The Pledgor violates any terms and Party C breach any conditions herein; 7.1.5 Except for the provision in the 6.1.1 of this Agreement; 7.1.5 Where , the Pledgor waives the pledged equity interests or transfers or purports to transfer or waive assigns the pledged Equity, or equity interests without prior written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of The Pledgor’s own loansany external loan, guaranteessecurity, compensationscompensation, undertakings covenants or any other debt compensation liabilities to any third party (1) is are required for early repayment to be repaid or performance due performed prior to Pledgor’s defaultthe scheduled date; or (2) becomes are due but cancan not be repaid or performed as scheduled, causing material adverse effect on scheduled and thereby cause the Pledgee to deem that the Pledgor’s ability capacity to perform the obligations hereunderherein is affected; 7.1.7 Where any This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 7.1.8 Any approval, permitpermits, license licenses or authorization from the competent authority of the governmental authority which makes government needed to perform this Agreement enforceable, lawful and effective is or validate this Agreement are withdrawn, suspended, invalid invalidated or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable lawmaterially amended; 7.1.9 Where there The property of the Pledgor is any adverse change to adversely changed and cause the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of the Pledgor to perform the obligations hereunder has been herein is affected; 7.1.10 Where The successors or assignees of the successor SH Huxin are only entitled to perform a portion of or trustee of Party C may only partially refuse to perform or refuses to perform, the payment obligations liability under the Business Cooperation Service Agreement; and; 7.1.11 Other circumstances where whereby the Pledgee cannot or may not exercise its rights is incapable of exercising the right to and dispose the Pledge in accordance with the Pledgerelated laws. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it if the Pledgor is aware of or finds out find that any circumstance set forth in event under Article 7.1 herein or any events that may result in the occurrence of any event which may lead to the said circumstanceforegoing events have happened or is going on. 7.3 Unless the Event event of Default listed in this default under Article 7.1 herein has been resolved satisfactory solved to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault happens or thereafter, Pledgee may give a Notice written notice of Default default to the Pledgor at any time thereafter, requiring and require the Pledgor to immediately make full payment of the outstanding service fees under the Service Agreement and other payables or dispose the Pledge in accordance with Article 8 hereofherein.

Event of Default. 7.1 Each of the following events circumstances shall be regarded deemed as an Event of Default: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable Violation by any Pledgor of any of its obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderTransaction Documents and/or this Agreement; 7.1.2 Where Violation by Party C of any representation of its obligations under the Transaction Documents and/or this Agreement; 7.1.3 Any statement or warranty made by any Pledgor in Article 5 hereof contains serious includes gross misrepresentation or error, and/or any Pledgor breaches violates any warranty in Article 5 hereof; 7.1.3 Where Pledgor 7.1.4 The Pledgors and Party C fail to complete the Equity equity pledge registration with the Registration Authority pursuant to as provided for in Article 3.1 hereof; 7.1.4 Where 7.1.5 Any Pledgor and or Party C breach violates any provision of this Agreementprovisions hereof; 7.1.5 Where 7.1.6 Unless specified in Article 6.1.1, any Pledgor transfers or purports intends to transfer or waive waives the pledged Equity or assigns without the written consent of the Pledgee the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where 7.1.7 Any liability of the Pledgor per se for any of Pledgor’s own loansloan from or any guarantee, guaranteescompensation, compensations, undertakings undertaking or other debt liabilities debts to any third party party: (1i) is required for early repayment to be repaid or performance performed in advance due to the Pledgor’s defaultbreach of contract; or (2ii) becomes has become due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereundertime; 7.1.7 Where any 7.1.8 Any approval, permitlicense, license permit or authorization of the governmental authority government authorities which makes this Agreement enforceable, lawful legal and effective valid is withdrawn, withdrawn or suspended, invalid becomes void, or substantially changedis changed substantially; 7.1.8 Where 7.1.9 The promulgation of applicable laws which makes this Agreement becomes illegal or makes any Pledgor cannot unable to continue performing to perform its obligations hereunder; 7.1.10 Any adverse change in the property owned by any Pledgor, causing the Pledgee to deem that such Pledgor’s ability to perform its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where the 7.1.11 Party C’s successor or trustee of Party C may can only partially perform or refuses to perform, perform the payment obligations liabilities under the Business Cooperation AgreementTransaction Documents; and 7.1.11 Other 7.1.12 Any other circumstances where under which the Pledgee cannot is unable or may not be unable to exercise its rights to and in the Pledgepledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of Upon knowing or finds out detecting any circumstance set forth specified in Article 7.1 or the occurrence of any event which may lead to result in the said circumstanceaforesaid circumstances, the Pledgor shall forthwith notify the Pledgors in writing accordingly. 7.3 Unless the Event of Default listed specified in this Article 7.1 has been resolved satisfactory successfully settled to Pledgee within thirty (30) days as the satisfaction of the notice Pledgee, the Pledgee may issue upon or at any time after the occurrence of Pledgee any Event of Default a Default Notice to Pledgor and/or Party C requiring any Pledgor, requesting the latter to remedy their/forthwith perform its defaultobligations or pay the Secured Debts under the Transaction Documents, Pledgee may give a Notice and/or dispose of Default to Pledgor at any time thereafter, requiring the Pledgor to dispose the Pledge pledge in accordance with the provisions of Article 8 hereof.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the event of Defaultdefault: 7.1.1 Where Party C SH Kuantong fails to fully pay make full payment of the consultation exclusive technical consulting and service fee payable fees as scheduled under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderService Agreement; 7.1.2 Where The Pledgor makes any representation material misleading or warranty made by Pledgor in fraudulent representations or warranties under Article 5 hereof contains serious misrepresentation or errorherein, and/or the Pledgor breaches is in violation of any warranty in warranties under Article 5 hereofherein; 7.1.3 Where The Pledgor and Party C fail to complete violates the Equity pledge registration with the Registration Authority pursuant to covenants under Article 3.1 hereof6 herein; 7.1.4 Where The Pledgor violates any terms and Party C breach any conditions herein; 7.1.5 Except for the provision in the 6.1.1 of this Agreement; 7.1.5 Where , the Pledgor waives the pledged equity interests or transfers or purports to transfer or waive assigns the pledged Equity, or equity interests without prior written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of The Pledgor’s own loansany external loan, guaranteessecurity, compensationscompensation, undertakings covenants or any other debt compensation liabilities to any third party (1) is are required for early repayment to be repaid or performance due performed prior to Pledgor’s defaultthe scheduled date; or (2) becomes are due but cancan not be repaid or performed as scheduled, causing material adverse effect on scheduled and thereby cause the Pledgee to deem that the Pledgor’s ability capacity to perform the obligations hereunderherein is affected; 7.1.7 Where any This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 7.1.8 Any approval, permitpermits, license licenses or authorization from the competent authority of the governmental authority which makes government needed to perform this Agreement enforceable, lawful and effective is or validate this Agreement are withdrawn, suspended, invalid invalidated or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable lawmaterially amended; 7.1.9 Where there The property of the Pledgor is any adverse change to adversely changed and cause the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of the Pledgor to perform the obligations hereunder has been herein is affected; 7.1.10 Where The successors or assignees of the successor SH Kuantong are only entitled to perform a portion of or trustee of Party C may only partially refuse to perform or refuses to perform, the payment obligations liability under the Business Cooperation Service Agreement; and; 7.1.11 Other circumstances where whereby the Pledgee cannot or may not exercise its rights is incapable of exercising the right to and dispose the Pledge in accordance with the Pledgerelated laws. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it if the Pledgor is aware of or finds out find that any circumstance set forth in event under Article 7.1 herein or any events that may result in the occurrence of any event which may lead to the said circumstanceforegoing events have happened or is going on. 7.3 Unless the Event event of Default listed in this default under Article 7.1 herein has been resolved satisfactory solved to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault happens or thereafter, Pledgee may give a Notice written notice of Default default to the Pledgor at any time thereafter, requiring and require the Pledgor to immediately make full payment of the outstanding service fees under the Service Agreement and other payables or dispose the Pledge in accordance with Article 8 hereofherein.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the event of Defaultdefault: 7.1.1 Where Party C Baifen Creation fails to fully pay make full payment of the consultation exclusive technical consulting and service fee payable fees as scheduled under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderService Agreement; 7.1.2 Where The Pledgor makes any representation material misleading or warranty made by Pledgor in fraudulent representations or warranties under Article 5 hereof contains serious misrepresentation or errorherein, and/or the Pledgor breaches is in violation of any warranty in warranties under Article 5 hereofherein; 7.1.3 Where The Pledgor and Party C fail to complete violates the Equity pledge registration with the Registration Authority pursuant to covenants under Article 3.1 hereof6 herein; 7.1.4 Where The Pledgor violates any terms and Party C breach any conditions herein; 7.1.5 Except for the provision in the 6.1.1 of this Agreement; 7.1.5 Where , the Pledgor waives the pledged equity interests or transfers or purports to transfer or waive assigns the pledged Equity, or equity interests without prior written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of The Pledgor’s own loansany external loan, guaranteessecurity, compensationscompensation, undertakings covenants or any other debt compensation liabilities to any third party (1) is are required for early repayment to be repaid or performance due performed prior to Pledgor’s defaultthe scheduled date; or (2) becomes are due but cancan not be repaid or performed as scheduled, causing material adverse effect on scheduled and thereby cause the Pledgee to deem that the Pledgor’s ability capacity to perform the obligations hereunderherein is affected; 7.1.7 Where any This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 7.1.8 Any approval, permitpermits, license licenses or authorization from the competent authority of the governmental authority which makes government needed to perform this Agreement enforceable, lawful and effective is or validate this Agreement are withdrawn, suspended, invalid invalidated or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable lawmaterially amended; 7.1.9 Where there The property of the Pledgor is any adverse change to adversely changed and cause the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of the Pledgor to perform the obligations hereunder has been herein is affected; 7.1.10 Where The successors or assignees of the successor Baifen Creation are only entitled to perform a portion of or trustee of Party C may only partially refuse to perform or refuses to perform, the payment obligations liability under the Business Cooperation Service Agreement; and; 7.1.11 Other circumstances where whereby the Pledgee cannot or may not exercise its rights is incapable of exercising the right to and dispose the Pledge in accordance with the Pledgerelated laws. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it if the Pledgor is aware of or finds out find that any circumstance set forth in event under Article 7.1 herein or any events that may result in the occurrence of any event which may lead to the said circumstanceforegoing events have happened or is going on. 7.3 Unless the Event event of Default listed in this default under Article 7.1 herein has been resolved satisfactory solved to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault happens or thereafter, Pledgee may give a Notice written notice of Default default to the Pledgor at any time thereafter, requiring and require the Pledgor to immediately make full payment of the outstanding service fees under the Service Agreement and other payables or dispose the Pledge in accordance with Article 8 hereofherein.

Event of Default. 7.1 Each Any of the following events shall be regarded is deemed as an Event of Default: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunder; 7.1.2 Where any Any representation or warranty made by of the Pledgor in under Article 5 hereof contains serious misrepresentation of this Agreement is substantially misleading or erroruntrue, and/or the Pledgor breaches any warranty in of his warranties under Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.2 The Pledgor breaches its covenants under Article 6 of this Agreement; 7.1.3 The Pledgor or the Domestic Company breaches any provisions or is unable to perform its obligations under this Agreement or the Master Contract; 7.1.4 Any provisions or obligations of the Pledgor and the Domestic Company under this Agreement or the Master Contract is deemed to be illegal, invalid, void or unenforceable; 7.1.5 Where The Pledgor transfers or purports disposes the Pledged Equity Interests, fails to obtain the Pledgee’s written consent and makes an unauthorized transfer or waive of the pledged EquityPledged Equity Interests, or creates any encumbrances on the Pledged Equity Interests without written consent of the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1’s consent; 7.1.6 Where Any external borrowings, guaranty, indemnification, covenants or any other liabilities of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party the Pledgor (1) is required for to be repaid or exercised early repayment or performance due to Pledgor’s its default; or (2) becomes due but canis not be repaid or performed as scheduledexercised when due, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to reasonably believe that the ability of the Pledgor to perform the his obligations hereunder under this Agreement has been affectedimpaired; 7.1.7 The Pledgor fails to repay general debts or other liabilities; 7.1.8 Any provision of this Agreement is deemed to be illegal with promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder; 7.1.9 The consent, permission, approval or authorization from the relevant government authorities for making this Agreement enforceable, legal or valid is revoked, suspended, invalidated or materially amended; 7.1.10 Where Adverse change with respect to the successor or trustee assets of Party C may only partially the Pledgor, which makes the Pledgee reasonably believe that the ability of the Pledgor to perform or refuses to perform, the payment his obligations under the Business Cooperation Agreement; andthis Agreement has been impaired; 7.1.11 Any action or omission by the Pledgor that breaches the provisions under this Agreement that results in default; or 7.1.12 Other circumstances where which make the Pledgee cannot or may not exercise its rights unable to and dispose of the Pledge Right in the Pledgeaccordance with related laws. 7.2 Pledgor shall immediately notify Pledgee In the event of the awareness or discovery that any issue described in writing once it is aware of or finds out any circumstance set forth in the above Article 7.1 or circumstances which may cause the occurrence of any event which may lead such mentioned issues has happened, the Pledgor shall provide prompt written notice to the said circumstancePledgee. 7.3 Unless the an Event of Default listed specified in this above Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee, otherwise the Pledgee is entitled to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give serve a Notice of Default to the Pledgor immediately following or at any time thereafterafter the occurrence of the Event of Default, requiring to require the Pledgor and the Domestic Company to immediately perform its obligations under the Master Contract or dispose of the Pledge Right in accordance with Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the event of Defaultdefault: 7.1.1 Where Party C Asia Media fails to fully pay make full payment of the consultation exclusive technical consulting and service fee payable fees and software license fees as scheduled under the Business Cooperation Agreement Service Agreement; or any Secured Debt, or repay fails to perform the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunder;“Trademark License Agreement” or “Business Operation Agreement”. 7.1.2 Where The Pledgor makes any representation material misleading or warranty made by Pledgor in fraudulent representations or warranties under Article 5 hereof contains serious misrepresentation or errorherein, and/or the Pledgor breaches is in violation of any warranty in warranties under Article 5 hereof6 herein; 7.1.3 Where The Pledgor and Party C fail to complete violates the Equity pledge registration with covenants under any of the Registration Authority pursuant to Article 3.1 hereofArticles herein; 7.1.4 Where The Pledgor and Party C breach any provision of this Agreementwaives the pledged equity interests or transfers or assigns the pledged equity interests without prior written consent from the Pledgee; 7.1.5 Where The Pledgor transfers is unable to repay any general debt or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of other debts. The Pledgor’s own loansany external loan, guaranteessecurity, compensationscompensation, undertakings covenants or any other debt compensation liabilities to any third party (1) is are required for early repayment to be repaid or performance due performed prior to Pledgor’s defaultthe scheduled date; or (2) becomes are due but cancan not be repaid or performed as scheduled, causing material adverse effect on scheduled and thereby cause the Pledgee to deem that the Pledgor’s ability capacity to perform the obligations hereunderherein is affected; 7.1.6 This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 7.1.7 Where any Any approval, permitpermits, license licenses or authorization from the competent authority of the governmental authority which makes government needed to perform this Agreement enforceable, lawful and effective is or validate this Agreement are withdrawn, suspended, invalid invalidated or substantially changedmaterially amended; 7.1.8 Where this Agreement becomes illegal or The property of the Pledgor cannot continue performing its obligations hereunder due to is adversely changed and cause the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of the Pledgor to perform the obligations hereunder has been herein is affected; 7.1.10 Where 7.1.9 The successors or assignees of the successor Asia Media are only entitled to perform a portion of or trustee of Party C may only partially refuse to perform or refuses to perform, the payment obligations liability under the Business Cooperation Service Agreement; and; 7.1.10 The default resulted in the action or inaction of Pledgor’s breaching the other Articles of this Agreement; 7.1.11 Other circumstances where whereby the Pledgee cannot or may not exercise its rights is incapable of exercising the right to and dispose the Pledge in accordance with the Pledgerelated laws. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it if the Pledgor is aware of or finds out find that any circumstance set forth in event under Article 7.1 herein or any events that may result in the occurrence of any event which may lead to the said circumstanceforegoing events have happened or is going on. 7.3 Unless the Event event of Default listed in this default under Article 7.1 herein has been resolved satisfactory solved to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault happens or thereafter, Pledgee may give a Notice written notice of Default default to the Pledgor at any time thereafter, requiring and require the Pledgor to immediately make full payment of the overdue service fees and software license under the Service Agreement and other payables or perform the obligation of “Trademark License Agreement” or “Business Operation Agreement”, or dispose the Pledge in accordance with Article 8 hereofherein.

Event of Default. 7.1 Each of the The following events shall be regarded deemed as an Event Events of DefaultDefault unless they are due to change in law or force majeure : 7.1.1 Where Party C Jiayin Finance or any of its successors or assigns fails to fully pay the consultation and service fee any amount payable under the Business Cooperation Agreement Master Agreements in full and on time, or the Pledgor or any Secured Debt, of its successors or repay assigns fails to perform its Obligations under the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderMaster Agreements; 7.1.2 Where any representation or warranty made by the Pledgor in Article 5 hereof contains serious misrepresentation substantially misleading or errorfalse information, and/or the Pledgor breaches any warranty violates the representations and warranties set forth in Article 5 hereof; 7.1.3 Where the Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Jiayin Finance violate any undertaking set forth in Article 3.1 6 hereof or violate any other provision hereof; 7.1.4 Where other than pursuant to Article 6.1.1 hereof, the Pledgor and Party C breach any provision gives up the Pledged Shares, or transfers or intends to transfer or otherwise disposes of this Agreementthe Pledged Shares without the written consent of the Pledgee; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equityany external loan, or without written consent of Pledgeeguarantee, assign the pledged Equitycompensation, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loans, guarantees, compensations, undertakings undertaking or other debt liabilities to any third party liability of the Pledgor (1) is required for early repayment to be repaid or performance performed prior to the scheduled date due to Pledgor’s defaultany breach; or (2) becomes has been due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s which in the opinion of the Pledgee, would have affected the ability to perform of the Pledgor in performing its obligations hereunder; 7.1.7 Where any approval, permit, license 7.1.6 the Pledgor is incapable to repay the general debts or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changedother debts; 7.1.8 Where 7.1.7 this Agreement becomes illegal or the Pledgor cannot becomes unable to continue performing to perform its obligations hereunder due to the promulgation of any applicable lawrelevant laws, and the Pledgor refuses to remedy such situation when it is possible, resulting that this Agreement is unable to be performed; 7.1.8 where all governmental consents, permits, approvals or authorizations as required to make this Agreement enforceable, legal or effective have been withdrawn, suspended, invalidated or amended in substantial aspects, the Pledgor refuses to remedy such situation when it is possible; 7.1.9 Where there is has been any adverse change to in the properties owned by of the Pledgor, which causes Pledgee to believe that which, in the opinion of the Pledgee, would have affected the ability of the Pledgor to perform the in performing its obligations hereunder has been affectedhereunder; 7.1.10 Where the successor successors or trustee trustees of Party C may Jiayin Finance can only partially perform part of, or refuses refuse to perform, the payment repayment obligations under any of the Business Cooperation AgreementMaster Agreements; and 7.1.11 Other other circumstances where the Pledgee cannot is unable to exercise or may not exercise its rights disposed of the Pledge Right due to and in the Pledgeany reason other than mandatory legal requirements. 7.2 If the Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out discovers that any circumstance set forth event described in this Article 7.1 or the occurrence of any event which may lead to possibly result in the said circumstanceaforesaid events has happened, it shall immediately notify the Pledgee in writing. 7.3 Unless the Event Events of Default listed in this Article 7.1 has have been resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee to Pledgor and/or Party C requiring Pledgee, the latter to remedy their/its default, Pledgee may give serve a written Notice of Default to the Pledgor at any time thereafter, requiring when the Pledgor is in default or thereafter and require the Pledgor to dispose immediately pay any payables under any Master Agreement, or exercise the Pledge in accordance with Right pursuant to Article 8 hereof. 7.4 Any failure or delay by the Pledgee to exercise any right, remedy, power or privilege hereunder shall not be deemed as a waiver of such right, remedy, power or privilege. Any single or partial exercise by the Pledgee of any right, remedy, power or privilege shall not affect the exercise by the Pledgee of any other right, remedy, power or privilege. The right, remedy, power or privilege contained in this Agreement shall be cumulative and are not exclusive of any right, remedy, power or privilege available pursuant to any law.

Event of Default. 7.1 Each of the 8.1 The following events shall be regarded as an Event of Default: 7.1.1 Where 8.1.1. where Party C A and/or UKT Company and related responsible parties fail to perform any obligations under the Onshore Agreements in time or fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or discharge any Secured Debt, or repay the loan mentioned guaranteed liability as scheduled in Article 6.8, if any, or breaches any other obligation of Party C thereunderfull sum; 7.1.2 Where 8.1.2. where there are any falsity, fraud, misleading statements or errors relating toany representation or warranty made by Pledgor and undertaking Party A makes in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereofSection 2 herein; 7.1.3 Where Pledgor and 8.1.3. where Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach A violates any provision undertaking in Section 6 of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent 8.1.4. where Party A violates any other terms and conditions of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1this Agreement; 7.1.6 Where 8.1.5. where Party Arefuses or intentionally delays the registration procedures for the pledge under this Agreement and fails to correct such action within ten (10) days as of the day when Party B requires in writing to do so; 8.1.6. where any of Pledgor’s own loansloan, guaranteesguarantee, compensationsindemnity, undertakings undertaking or other debt liabilities to any third party compensation liability of Party A: (1i) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s an event of default; or (2ii) becomes is due but cannot unable to be repaid or performed as scheduled, causing material adverse effect on Pledgor’s which makes Party B reasonably believe that the ability of Party A to perform the its obligations hereunderunder this Agreement has been materially and adversely affected; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where 8.1.7. where this Agreement becomes illegal ineffective, revocable, unenforceable or Pledgor Party A cannot continue performing its obligations hereunder under this Agreement in time and fully due to the promulgation fault (including omission) of any applicable lawParty A after the issuance of new laws of the PRC; 7.1.9 Where there 8.1.8. Party A waive the pledged equity interests or transfers the pledged equity interests without prior written consent from the Party B; 8.1.9. any approval, permits, licenses or authorization from the competent authority of the government needed to perform under this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended; 8.1.10. the property of Party A is any adverse change adversely changed and causes Party B to the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of Pledgor Party A to perform the obligations hereunder has been herein is affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other 8.1.11. other circumstances where Pledgee in which Party B cannot exercise and dispose the pledge due to the fault (including omission) of Party A. 8.2 If Party A knows or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or should have known the occurrence of any event which stated above in Subsection 8.1 or any matter that may lead to incur the said circumstanceabove events, Party A shall immediately notify Party B in writing. 7.3 8.3 Unless Party A immediately takes the measures satisfactory to Party B to correct the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the Subsection8.1 above, Party B may send written notice of Pledgee exercising the pledge to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor A at any time thereafterupon or after the occurrence of Event of Default, requiring demand Party Aand/or UKT Companyto: (i) make full payment of the Pledgor outstanding fees pursuant to dispose the Pledge Onshore Agreement, and (ii) immediate perform their obligations under the Onshore Agreements,and require disposal of the Pledged Equities pursuant to this Agreement. 8.4 The Event of Default provided in accordance with Article this Section 8 hereofwill not affect the exercise of other remedies by the parties pursuant to the laws of the PRC.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded as an deemed Event of Default: 7.1.1 Where Pledgor and/or Party C fails to fully pay the consultation and service fee payable breach any obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderTransaction Documents and/or this Agreement; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches any warranty contained in Article 5 hereofof this Agreement; 7.1.3 Where Pledgor and Party C fail to complete the Equity share pledge registration with the Registration Authority pursuant to Article 3.1 hereof3.1; 7.1.4 Where Pledgor and Party C breach any provision provisions of this Agreement; 7.1.5 Where Except as specified in Article 6.1.1, Pledgor transfers or purports to transfer or waive waives the pledged Equity, Pledged Shares or assigns the Pledged Shares without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own Any loans, guaranteeswarranties, compensationsdamages, undertakings covenants or other debt debts and liabilities of Pledgor to any third party (1) is are required for to be early repayment repaid or performance performed due to breach by Pledgor’s default; or (2) becomes have become due but canare not be capable of being repaid or performed as scheduledon a timely basis; 7.1.7 Any approval, causing material license, permit or authorization of any governmental authority that makes this Agreement enforceable, legal and valid is revoked, suspended, invalidated or materially changed; 7.1.8 The promulgation of applicable laws makes this Agreement illegal or Pledgor unable to continue to perform its obligations under this Agreement; 7.1.9 The occurrence of any adverse effect on change in the properties or assets owned by Pledgor, which in Pledgee’s view, has impacted Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affectedunder this Agreement; 7.1.10 Where the The successor or trustee of Pledgor and/or Party C may can only partially perform in part or refuses refuse to perform, the payment perform its obligations under the Business Cooperation AgreementTransaction Documents; and 7.1.11 Other Any other circumstances where under which Pledgee cannot or may not be unable to exercise its rights with respect to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware Upon knowledge or discovery of or finds out any circumstance set forth described in Article 7.1 or the occurrence of any event which that may lead to the said such circumstance, Pledgor and Party C shall immediately notify Pledgee in writing accordingly. 7.3 Unless the any Event of Default listed set forth in this Article 7.1 has been successfully resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee, Pledgee may give issue a Notice of Default to Pledgor when an Event of Default occurs or at any time thereafterafter the occurrence of an Event of Default, requiring the requesting Pledgor to dispose of the Pledge in accordance with pursuant to the provisions of Article 8 hereofof this Agreement. Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the Events of Default: 7.1.1 Where Party C The Pledgor fails to fully pay the consultation and service fee payable perform his obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderLoan Agreement; 7.1.2 Where any Any representation or warranty made by the Pledgor in Article 5 hereof contains serious misrepresentation misleading or error, false information that is material and/or the Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where The Pledgor and Party C fail to complete breaches the Equity pledge registration with the Registration Authority pursuant to undertakings under Article 3.1 6 hereof; 7.1.4 Where The Pledgor and Party C breach breaches any provision of the other provisions of this Agreement; 7.1.5 Where The Pledgor waives the pledged Equity Interest or transfers or purports to transfer or waive assigns the pledged Equity, or Equity Interest without the prior written consent of the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loansAny borrowing, guaranteesguarantee, compensationscompensation, undertakings undertaking or other debt liabilities to any third party of the Pledgor (1) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s a default; or (2) becomes has been due but cannot be repaid or performed as scheduledon time, causing material adverse effect on Pledgor’s which, in the opinion of the Pledgee, would have affected the ability to perform of the Pledgor in performing his obligations hereunderunder this Agreement; 7.1.7 Where any approval, permit, license Shenzhen Xinbao is incapable of repaying the general debts or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changedother debts; 7.1.8 Where this This Agreement becomes illegal or the Pledgor cannot fails to continue performing its to perform his obligations hereunder herein due to the promulgation of any applicable lawcause other than force majeure; 7.1.9 Where there is any adverse change to the The properties owned by Pledgorthe Pledgor have significant adverse changes, which causes Pledgee to believe that which, in the opinion of the Pledgee, would have affected the ability of the Pledgor to perform the in performing his obligations hereunder has been affectedunder this Agreement; 7.1.10 Where The breach by the successor Pledgor due to his act or trustee omission regarding the other provisions of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation this Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 If the Pledgor shall immediately notify Pledgee in writing once it is aware of knows or finds out that any circumstance set forth matter stated in Article 7.1 hereof or the occurrence of any event which may lead to possibly resulting in any of the said circumstanceabove matters has occurred, he shall immediately inform the Pledgee in writing. 7.3 Unless the Event Events of Default listed in this Article 7.1 has been resolved to the satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring Pledgee, the latter to remedy their/its default, Pledgee may give a written Notice of Default to the Pledgor at any time when the Pledgor is in default or thereafter, requiring requesting the Pledgor to immediately pay the outstanding debts and other payables under the Loan Agreement or requesting to dispose of the Right of Pledge in accordance with according to Article 8 hereof.

Event of Default. 7.1 Each of the 8.1. The following events shall be regarded deemed as an Event event of Defaultdefault: 7.1.1 Where Party C 8.1.1 The Target Company fails to timely and fully pay the consultation and service fee payable perform any of its obligations under the Business Cooperation Agreement or any Secured DebtMaster Agreement, or repay the loan mentioned fails to pay any secured indebtedness in Article 6.8, if any, or breaches any other obligation of Party C thereunderfull on schedule; 7.1.2 Where any 8.1.2 Any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation Pledgors under Section 6 of this Agreement is false, fraudulent, misleading or error, and/or Pledgor breaches any warranty in Article 5 hereofwrong; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach 8.1.3 Pledgors violate any provision covenant under Section 7 of this Agreement; 7.1.5 Where Pledgor transfers 8.1.4 Pledgors refuse or purports deliberately delay to transfer or waive carry out the pledged Equityprocedures of registration and filling, or without and fail to correct within 10 days from the Pledgee’s written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1request; 7.1.6 Where any 8.1.5 In accordance with laws and due to the fault of Pledgor’s own loansPledgors (including omissions of acts), guaranteesthe Pledgee cannot dispose of the Pledge; 8.1.6 Any external loan, compensationsguarantee, undertakings indemnification, commitment or other debt liabilities to any third party repayment obligation of Pledgors (1) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s defaultbreach of contract; or (2) becomes is due but cannot be repaid or performed as scheduledon time, causing material adverse effect on Pledgor’s ability which causes the Pledgee to reasonably believe Pledgors’ capacity to perform the obligations hereunderherein has been substantially and adversely affected; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due 8.1.7 Due to the promulgation of any applicable lawrelevant laws and regulations and the fault of Pledgors (including omission of acts), this Agreement becomes invalid, revocable, unenforceable or Pledgors cannot timely and fully perform obligations herein respectively; 7.1.9 Where there is any adverse change 8.1.8 Due to the properties owned fault of Pledgors (including omission of acts), any consent, permission, approval, registration or authorization required for the enforceability or legality or effectiveness of this agreement is revoked, suspended, becomes invalid or incurs substantially adverse change; 8.1.9 There are material adverse changes to the assets held by PledgorPledgors, which causes the Pledgee to reasonably believe that the ability of Pledgor Pledgors’ capacity to perform the obligations hereunder herein has been substantially and adversely affected; 7.1.10 Where 8.1.10 The successors of the successor or trustee of Party C may Target Company can only partially perform or refuses refuse to perform, perform the payment obligations under the Business Cooperation Master Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge8.1.11 Pledgors violate any other provisions under this Agreement. 7.2 Pledgor 8.2. In the event that Pledgors notice or shall immediately notice the occurrence of any circumstance or event that may lead to the aforementioned circumstances described in Section 8.1 of this Agreement, Pledgors shall notify Pledgee in writing once it is aware accordingly in a timely manner. 8.3. Unless an Event of or finds out any circumstance Default set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstance. 7.3 Unless the Event of Default listed in this Article 7.1 Section 8.1 has been resolved satisfactory to remedied at the request of the Pledgee within thirty twenty (3020) days as upon receipt of the notice of the Pledgee to Pledgor the Pledgors and/or Party C requiring the latter to remedy their/its defaultTarget Company requesting the rectification of such Event of Default, the Pledgee may give issue a Notice of Default to Pledgor the Pledgors in writing at any time thereafter, requiring requesting the Pledgor to dispose exercise of the Pledge in accordance with Article 8 Section 9 hereof. 8.4. The default clause set forth in this Section 8 shall not prejudice the exercise of any other remedies enjoyed by both Parties in accordance with PRC laws and regulations effective on the date hereof.

Event of Default. 7.1 Each If Party A or Guarantor is found to be in any of the following events circumstances, an event of default shall be regarded deemed as an Event of Defaultoccurred: 7.1.1 Where 8.1.1 The information submitted by Party C A to Party B in connection with this contract is proven to be untrue, inexact, incomplete or have flaws of effectiveness, or intentionally misleading; 8.1.2 Party A’s representation and warranties of Article 5 herein are proven to be untrue, inexact, incomplete or have flaws of effectiveness, or intentionally misleading; 8.1.3 Party A fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned perform its obligation as agreed in Article 6.8, if any, or breaches 6 herein. 8.1.4 Party A commits any other obligation act that does or may endanger or damage Party B’s legitimate rights and interests. 8.1.5 During the term of validity of this contract, the security qualifications, security ability, credit status, financial status or other factors in connection with the Guarantor who provides security for the debts hereunder undergoes material change, which has endangered or damaged or might endanger or damage Party C thereunderB’s exercise of its security rights; and Party A refuses to increase or replace security conditions according to Party B’s requirements; 7.1.2 Where any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete 8.1.6 During the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision term of validity of this Agreement; 7.1.5 Where Pledgor transfers contract, the Guarantor who provides real security for the debts hereunder has disposed of security properties without Party B’s authorization or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party (1) is required for early repayment or performance due to Pledgor’s default; or (2) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the security properties owned by Pledgorhave suffered from insurance accidents, which causes Pledgee the destruction, damage, loss or value decrease of the security properties, or the security properties are listed in the scope of removal and relocation, sequestration and expropriation, and Party A refuses to believe that increase or replace security conditions according to Party B’s requirements; 8.1.7 During the ability term of Pledgor validity of this contract, the Guarantor who provides pledge of rights for the debts hereunder has exercised and disposed of pledge rights without Party B’s authorization, or the Guarantor fails to take due care to perform its obligation to maintain the obligations effectiveness and value of pledge rights, which leads to the expiration of pledge rights, or pledge rights are invalidated or devalued due to any other reason, or pledge rights or the movable properties hereunder has been affectedare deregistered, confiscated, taken back by force, sequestered, frozen, seized, supervised, withheld and deducted, kept in lien, auctioned, possessed by force, destroyed or damaged, and Party A refuses to increase or replace security conditions according to Party B’s requirements; 7.1.10 8.1.8 Where Party A repays the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstance. 7.3 Unless the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as principal plus interest of the notice loan hereunder in installments, Party A fails to perform its repayment obligations for any installment; 8.1.9 Other events of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor to dispose the Pledge in accordance with Article 8 hereofdefault as agreed herein.

Event of Default. 7.1 Each of the 8.1 The following events shall be regarded as deemed an Event of Default: 7.1.1 Where Party C 8.1.1 that Shanghai Kuanyu fails to fully pay the consultation and service fee payable fulfil its contractual obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderTransaction Documents; 7.1.2 Where 8.1.2 that any representation or warranty made by Pledgor the Pledgors or any part thereof in Article 5 hereof contains serious misrepresentation 6 herein is materially misleading or errorfalse, and/or Pledgor breaches that the Pledgors are in breach of any warranty of the representations or warranties listed in Article 5 hereof6 herein; 7.1.3 Where Pledgor and Party C fail to complete 8.1.3 that the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereofPledgors are in breach of any provisions herein; 7.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.5 Where Pledgor transfers or purports to 8.1.4 save as provided in Article 7.1.1 herein, that the Pledgors transfer or waive otherwise dispose of the pledged Equity, or Pledged Equity Interests without written consent of from Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where 8.1.5 that any of Pledgor’s own loansborrowings, guaranteessecurity, compensationscompensation, undertakings commitments or other debt liabilities to any third party of the Pledgors (1) is are required for to be early repayment repaid or performance performed due to Pledgor’s defaulta breach; or (2) becomes are due but cannot unable to be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgorperformed, which causes leads the Pledgee to believe that the ability of Pledgor the Pledgors to perform the obligations hereunder herein has been affected; 7.1.10 Where 8.1.6 that the successor Pledgors are unable to repay its general debts or any other indebtedness; 8.1.7 that this Agreement becomes illegal or the Pledgors are unable to continue with the performance of their obligations under this Agreement due to promulgation of relevant laws; 8.1.8 where all consents, permits, approvals or authorizations of governmental authorities necessary for the legality, validity and enforceability of this Agreement are withdrawn, suspended, void or materially changed; 8.1.9 that any adverse change to the assets owned by the Pledgors, which leads the Pledgee to believe that the ability of the Pledgors to perform the obligations herein has been affected; 8.1.10 that the successor, heir or trustee of Party C Shanghai Kuanyu may only partially perform or refuses refuse to perform, the perform its payment obligations obligation under the Business Cooperation Service Agreement; and; 7.1.11 Other 8.1.11 other circumstances where Pledgee cannot or may not under which the exercise its of the Pledgee’s rights to are prohibited by the applicable laws and in the Pledgeregulations. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware 8.2 Upon knowledge or discovery of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which of the aforementioned events or any events that may lead to the said circumstanceabovementioned events in Article 8.1, the Pledgors shall immediately notify the Pledgee in writing. 7.3 8.3 Unless the Event of Default listed set forth in this Article 7.1 8.1 has been resolved satisfactory completely rectified to the Pledgee’s satisfaction, the Pledgee within thirty (30) days as of the may issue a notice of Pledgee default to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice Pledgors in writing upon the occurrence of such Event of Default to Pledgor or at any time thereafter, requiring demanding the Pledgor Pledgors to dispose immediately pay all outstanding amounts under the Pledge Service Agreement and other amounts payable, or informing the Pledgors its exercise of the Pledgee’s Rights in accordance with Article 8 hereof9 of this Agreement.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded as an deemed Event of Default: 7.1.1 Where Party C fails to fully pay in full any of the consultation consulting and service fee fees payable under the Exclusive Business Cooperation Agreement or any Secured DebtAgreement, or fail to repay the its loan mentioned in Article 6.8, if any, or breaches any other obligation obligations of Party C thereunderunder the Control Agreements; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches violates any warranty of the warranties in Article 5 hereofof this Agreement; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration of the Pledge with the Registration Authority pursuant to Article 3.1 hereofAuthority; 7.1.4 Where Pledgor and Party C breach any provision provisions of this Agreement; 7.1.5 Where Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or waive abandons the Equity Interest pledged Equity, or assigns the Equity Interest pledged without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any Any of Pledgor’s 's own loans, guarantees, compensationsindemnifications, undertakings promises or other debt liabilities to any third party or parties (1) is required for become subject to a demand of early repayment or performance due to default on the part of Pledgor’s default; or (2) becomes become due but canare not be capable of being repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderin a timely manner; 7.1.7 Where any Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed; 7.1.8 Where The promulgation of applicable laws renders this Agreement becomes illegal or renders it impossible for Pledgor cannot to continue performing to perform its obligations hereunder due to the promulgation of any applicable lawunder this Agreement; 7.1.9 Where there is any adverse change to the Adverse changes in properties owned by Pledgor, which causes lead Pledgee to believe that the that Pledgor's ability of Pledgor to perform the its obligations hereunder under this Agreement has been affected; 7.1.10 Where the The successor or trustee custodian of Party C may is capable of only partially perform performing or refuses to perform, perform the payment obligations under the Exclusive Business Cooperation Agreement; and 7.1.11 Other Any other circumstances occur where Pledgee cannot is or may not become unable to exercise its rights right with respect to and in the Pledge. 7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstanceaccordingly. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 has been successfully resolved satisfactory to Pledgee Pledgee's satisfaction within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee’s notice, Pledgee may give issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafterthereafter and demand that Pledgor immediately pays all outstanding payments due under the Control Agreements, requiring the Pledgor and/or repays loans and all other payments due to dispose Pledgee, and/or disposes of the Pledge in accordance with the provisions of Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of the The following events shall will be regarded as an Event of Defaultdefault: 7.1.1 Where Party C fails Dingyuan Company or its successor or transferee, and/or the Pledgor or the successor or transferee thereof fail(s) to fully pay perform the consultation and service fee payable obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderAgreements; 7.1.2 Where any Any representation or warranty made by the Pledgor in Article Clause 5 hereof contains serious misrepresentation is substantially misleading or errorwrong, and/or the Pledgor breaches violates any representation or warranty set forth in Article Clause 5 hereof; 7.1.3 Where The Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 violates any commitment set out in Clause 6 hereof; 7.1.4 Where The Pledgor and Party C breach violates any provision of this Agreementhereof; 7.1.5 Where Except as agreed upon in Clause 6.1.1 hereof, the Pledgor transfers or purports to transfer or waive abandons the pledged Equity, equities or arbitrarily transfers the pledged equities without the written consent of the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where Any borrowing, guarantee, compensation, commitment or any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party repayment liability borne by the Pledgor (1) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s any default; or (2) becomes due is expired but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s making the Pledgee think that the ability of the Pledgor to perform the obligations hereunderunder the Agreement has been affected; 7.1.7 Where any approval, permit, license The Pledgor cannot repay general debts or authorization other debts; 7.1.8 The promulgation of the governmental authority which relevant laws makes this the Agreement enforceableillegal or the Pledgor cannot continue to perform the obligations under the Agreement; 7.1.9 If all the consents, lawful and effective is withdrawnlicenses, approvals or authorizations of government departments necessary for the implementation, legitimacy or effectiveness of the Agreement have been withdrawn or suspended, invalid or are void or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties 7.1.10 The property owned by Pledgorthe Pledgor suffers from adverse changes, which causes making the Pledgee to believe think that the ability of the Pledgor to perform the obligations hereunder under the Agreement has been affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where under which the Pledgee cannot or may not exercise its rights is unable to and dispose of the pledge right in accordance with the Pledgerelevant laws occur. 7.2 If the Pledgor knows or finds any event set forth in Clause 7.1, or any event that may lead to any of the above events has occurred, the Pledgor shall immediately notify the Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstancewriting. 7.3 Unless the Event any event of Default default listed in this Article Clause 7.1 has been resolved satisfactory is solved successfully to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee, the Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultmay, Pledgee may give a Notice of Default to Pledgor when or at any time thereafterafter the event of default of the Pledgor occurs, send a written default notice to the Pledgor, requiring the Pledgor to dispose immediately pay the Pledge arrears and other payables under the Agreements, or timely fulfill and/or urge Dingyuan Company to fulfill the Agreements; if the Pledgor or Dingyuan Company fails to correct the default thereof or take necessary remedy actions in a timely manner within ten days as of the date when the default notice is sent, the Pledgee is entitled to exercise the pledge right in accordance with Article Clause 8 hereof.

Event of Default. 7.1 Each Any of the following events circumstances shall be regarded as deemed an Event of Default: 7.1.1 Where Party C fails to fully pay in full any of the consultation consulting and service fee fees payable under the Exclusive Business Cooperation Agreement or any Secured DebtAgreement, or fail to repay the its loan mentioned in Article 6.8, if any, or breaches any other obligation obligations of Party C thereunderunder the Control Agreements; 7.1.2 Where any Any representation or warranty made by Pledgor Pledgors in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches Pledgors violate any warranty of the warranties in Article 5 hereofof this Agreement; 7.1.3 Where Pledgor Pledgors and Party C fail to complete the Equity registration of the equity pledge registration with the Registration Authority pursuant to as set forth in Article 3.1 hereof3.1; 7.1.4 Where Pledgor Pledgors and Party C breach any provision provisions of this Agreement; 7.1.5 Where Pledgor transfers or purports Except as expressly provided under Article 6.1.1, Pledgors transfer, purport to transfer or waive abandon the equity pledged Equity, or assign the equity pledged without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any Any of Pledgor’s own Pledgors’ loans, guaranteeswarranties, compensationsindemnifications, undertakings covenants provided or any other debt debts or liabilities owed to any third party (1) is required become accelerated for early repayment or performance due to default on the part of Pledgor’s default; or (2) becomes become due but canare not be capable of being repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderin a timely manner; 7.1.7 Where any Any approval, permitlicense, license permit or authorization of the governmental authority which government authorities that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspended, invalid invalidated or substantially substantively changed; 7.1.8 Where The promulgation of applicable laws renders this Agreement becomes illegal or Pledgor cannot renders it impossible for Pledgors to continue performing its to perform their obligations hereunder due to the promulgation of any applicable lawunder this Agreement; 7.1.9 Where there is any adverse change to the Adverse changes in properties owned by Pledgor, which causes Pledgee to believe that the Pledgors’ ability of Pledgor to perform the their obligations hereunder under this Agreement has been affected; 7.1.10 Where the The successor or trustee custodian of Party C may is capable of only partially perform performing or refuses to perform, perform the payment obligations under the Exclusive Business Cooperation Agreement; and 7.1.11 Other Any other circumstances occur where Pledgee cannot is or may not become unable to exercise its rights right with respect to and in the Pledge, including without limitation the death of Pledgors or Pledgors becoming incapacitated. 7.2 Pledgor Upon knowledge or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Article 7.1, Pledgors shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstanceaccordingly. 7.3 Unless the an Event of Default listed set forth in this Article 7.1 has been successfully resolved satisfactory to Pledgee Pledgee’s satisfaction within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee’s notice, Pledgee may give issue a Notice of Default to Pledgor Pledgors in writing upon the occurrence of the Event of Default or at any time thereafterthereafter and demand that Pledgors immediately pay all outstanding payments due and payable and all other payments due and payable to Pledgee under the Control Agreements, requiring the Pledgor to dispose and/or repays loans and/or disposes of the Pledge in accordance with the provisions of Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of the The following events shall be regarded deemed as an Event Events of Default: 7.1.1 Where the Secured Party C fails to fully pay the consultation and service fee payable perform any of its Secured Debts under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderMaster Contract as scheduled; 7.1.2 Where any representation or warranty made by the Pledgor in Article 5 hereof contains serious misrepresentation misleading or errorfalse information that is material, and/or the Pledgor breaches any warranty violates the warranties set forth in Article 5 hereof; 7.1.3 Where the Pledgor and Party C fail to complete violates the Equity pledge registration with the Registration Authority pursuant to undertakings set forth in Article 3.1 6 hereof; 7.1.4 Where the Pledgor and Party C breach violates any provision other provisions of this AgreementContract; 7.1.5 Where the Pledgor transfers or purports to transfer or waive gives up the pledged Equity, Equity Interest or transfers the pledged Equity Interest without the written consent of the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loansexternal loan, guaranteesguarantee, compensationscompensation, undertakings undertaking or other debt liabilities to any third party liability of the Pledgor (1) is required for early repayment to be repaid or performance performed prior to the scheduled date due to Pledgor’s defaultany breach of this Contract; or (2) becomes has been due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s which in the opinion of the Pledgee, would have affected the ability to perform of the Pledgor in performing her obligations hereunder; 7.1.7 Where any approval, permit, license Guanli is incapable to repay the general debts or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changedother debts; 7.1.8 Where this Agreement Contract becomes illegal or the Pledgor cannot fails to continue performing its to perform her obligations hereunder due to the promulgation of any applicable lawreasons other than “force majeure”; 7.1.9 Where there is has been any adverse change to in the properties owned by of the Pledgor, which causes Pledgee to believe that which, in the opinion of the Pledgee, would have affected the ability of the Pledgor to perform the in performing her obligations hereunder has been affectedhereunder; 7.1.10 Where there occurs any material adverse change in the successor assets, operating result or trustee financial situation of Party C may Guanli; 7.1.11 the successors or heirs of Guanli can only partially perform part of, or refuses refuse to perform, the payment obligations under Master Contract; 7.1.12 the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot Pledgor violates any other provisions of this Contract through any act or may not exercise its rights omission to and in the Pledgeact. 7.2 If the Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out discovers that any circumstance set forth event described in this Article 7.1 7 or the occurrence of any event which may lead to possibly result in the said circumstanceaforesaid events has happened, she shall immediately notify the Pledgee in writing. 7.3 Unless the Event events of Default default listed in this Article 7.1 has been resolved to the satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring Pledgee, the latter to remedy their/its default, Pledgee may give serve a written Notice of Default to the Pledgor at any time thereafter, requiring when the Pledgor is in default or thereafter and require the Pledgor to pay any debts and other payables under the Master Contract or to dispose of the Pledge in accordance with Right pursuant to Article 8 hereof.

Event of Default. 7.1 8.1 Each of the following events followings shall be regarded as deemed an Event of Default: 7.1.1 Where Party C 8.1.1 Pledgor, its successors and agents fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or perform any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereundersecurity obligation; 7.1.2 Where any 8.1.2 Any representation or warranty made by the Pledgor in Article 5 hereof Clause 6 herein contains serious a material misrepresentation or error, and/or ; 8.1.3 Any Pledgor breaches any warranty of the warranties in Article 5 hereofClause 6 or covenants made in Clause 7 herein; 7.1.3 Where 8.1.4 Any Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach breaches any provision of clauses under this Agreement; 7.1.5 Where 8.1.5 Any Pledgor transfers or purports to transfer or waive the pledged Equity, or Pledged Interest without the prior written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth as provided in Article 6.1.1Clause 7.1.1 herein; 7.1.6 Where 8.1.6 Loans, encumbrances, indemnities, promises or any other remedies arising in connection with breach which demands that Pledgor immediately perform all the obligations including payment of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party (1) is required for early repayment or performance all outstanding payments due to Pledgor’s default; or (2) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on leads the Pledgee believe that the Pledgor’s ability to perform the his or her obligations hereunderunder this Agreement has been adversely affected. 8.1.7 Pledgor cannot satisfy its indebtedness or any other debt; 7.1.7 Where 8.1.8 The promulgation of any applicable laws or regulations renders this Agreement illegal or makes the Pledgor’s performance under this Agreement impossible. 8.1.9 Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed;. 7.1.8 Where this Agreement becomes illegal or 8.1.10 A adversely change occurring in the financial conditions of Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes leads Pledgee to believe that the Pledgor’s ability of Pledgor to perform the his or her obligations hereunder under this Agreement has been adversely affected;. 7.1.10 Where 8.1.11 The discontinuance, termination, forced closure or liquidation of the successor Pledgor or trustee of Party C may only partially perform or refuses Xuhua Trading. 8.1.12 Any other event precludes Pledgee to perform, the payment obligations exercise its pledge right under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledgeapplicable laws. 7.2 8.2 Pledgor shall immediately notify Pledgee in writing once it is aware upon the incident of any Event of Default or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstancewith lapse of time and/or notice will constitute an Event of Default. 7.3 8.3 Unless the Event of Default listed specified in this Article 7.1 Clause 8.1 aforesaid has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultsatisfaction, Pledgee may give deliver a Notice written notice of Default default to Pledgor, which demands that Pledgor at any time thereafter, requiring immediately perform all the Pledgor to dispose obligations or enforces or disposes of the Pledge Pledged Interest in accordance with Article 8 hereofthe Clause 9 under this Agreement.

Event of Default. 7.1 8.1 Each of the following events circumstances shall be regarded deemed as an Event of Default: 7.1.1 Where Party C 8.1.1 Shanghai Yibo fails to fully pay the consultation and service fee payable perform its Contract Obligations under the Business Cooperation Agreement Transaction Documents; 8.1.2 any material misleading or any Secured Debt, inaccuracy of the representations or repay warranties made by the loan mentioned Pledgors in Article 6.86 of this Agreement, if any, and/or any breach of the representations or breaches any other obligation of Party C thereunder; 7.1.2 Where any representation or warranty warranties made by Pledgor the Pledgors in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision 6 of this Agreement; 7.1.5 Where Pledgor transfers or purports to 8.1.3 The Pledgors violate any article herein; 8.1.4 Except for the provisions in Section 7.1.1 herein, the Pledgors transfer or waive in other ways dispose of the pledged Equity, or Pledged Equity Interest without the Pledgee’s written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1consent; 7.1.6 Where any of Pledgor’s own loans8.1.5 Any debts, guaranteessecurity, compensationscompensation, undertakings guarantee or other debt liabilities to any third party of the Pledgors that (1) is have been required for early repayment to be paid or performance due to Pledgor’s defaultperformed in advance; or (2) becomes have become due but canare not able to be repaid or performed as scheduledperformed, causing material adverse effect on Pledgor’s so that the Pledgee believes that the ability of the Pledgors to perform the obligations hereunderherein has been influenced; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed8.1.6 The Pledgors are unable to repay debts; 7.1.8 Where 8.1.7 this Agreement becomes illegal or Pledgor canthe Pledgors are not able to continue performing its obligations hereunder their performance of this Agreement due to the promulgation of any applicable lawrelevant laws; 7.1.9 8.1.8 Where there is any adverse change all the permits, license, approval or grant of governmental authorities that allow this Agreement to the properties owned by Pledgorbe enforceable or legitimate or effective have been withdrawn, which causes suspended, become void or materially changed; 8.1.9 The Pledgee to believe considers that the ability of the Pledgor to perform the its obligations hereunder under this contract has been affectedaffected by adverse changes in the property owned by the Pledgor; 7.1.10 Where the 8.1.10 The successor or trustee of Party C may Shanghai Yibo can only partially perform a part of its payment obligation or refuses refuse to perform, perform its payment obligation hereunder; 8.1.11 Other situations under which the payment obligations under Pledgee is not able to exercise the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights pledge right according to and in the Pledgerelevant regulations. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware 8.2 Upon notice or discovery of or finds out any circumstance set forth in Article 7.1 or the occurrence of any circumstances or event which that may lead to the said circumstanceabove-mentioned situations described in Section 8.1, the Pledgors shall immediately notify the Pledgee in writing accordingly. 7.3 8.3 Unless the Event of Default listed set forth in this Article 7.1 Section 8.1 has been successfully resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring Pledgee’s satisfaction, the latter to remedy their/its default, Pledgee may give issue a Notice of Default to Pledgor the Pledgors in writing upon the occurrence of such Event of Default or at any time thereafter, requiring demanding the Pledgor Pledgors to dispose immediately clear the debts and other payment amount under the Service Agreement or exercise the Pledge in accordance with Article 8 hereof9 of this Agreement.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded deemed as an the Event of Default: 7.1.1 Where Party C fails to fully pay in full the consultation consulting and service fee fees payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches violates any other obligation obligations of Party C thereunderunder the Business Cooperation Agreement; 7.1.2 Where any Any representation or warranty made given by Pledgor the Pledgors in Article Section 5 hereof of this Contract contains serious misrepresentation misrepresentations or errorerrors, and/or Pledgor breaches the Pledgors breach any warranty in Article Section 5 hereofof this Contract; 7.1.3 Where Pledgor The Pledgors and Party C fail to complete the registration of the Equity pledge registration with Interest Pledge at the Registration Authority pursuant to Article in accordance with Section 3.1 hereof; 7.1.4 Where Pledgor The Pledgors and Party C breach violate any provision of this Agreementprovisions hereof; 7.1.5 Where Pledgor transfers Except as expressly provided in Section 6.1.1 hereof, the Pledgors transfer or purports intend to transfer or waive abandon the pledged Equity, Equity Interest or assign the pledged Equity Interest without the written consent of the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where Any loan, guarantee, indemnity, undertaking or any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities by the Pledgors to any third party party: (1) is required for early repayment to be prepaid or performance performed due to Pledgor’s defaultany breach of the Pledgors; or (2) becomes due but cannot fails to be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderwhen due; 7.1.7 Where any Any approval, permitlicense, license permit or authorization of the governmental authority which that makes this Agreement Contract enforceable, lawful and effective valid is withdrawn, suspended, invalid invalidated or substantially changedmaterially altered; 7.1.8 Where The promulgation of applicable laws makes this Agreement becomes Contract illegal or Pledgor cannot makes it impossible for the Pledgors to continue performing its to perform their obligations hereunder due to the promulgation of any applicable lawunder this Contract; 7.1.9 Where there There is any an adverse change to in the properties property owned by Pledgorthe Pledgors, which causes so that the Pledgee to believe believes that the ability of Pledgor the Pledgors to perform the their obligations hereunder under this Contract has been affected; 7.1.10 Where the The successor or trustee custodian of Party C may can only partially perform or refuses refuse to perform, perform the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Any other circumstance in which the Pledgee cannot is unable or may not be unable to exercise its rights his right to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware Upon acknowledgement or discovery of or finds out any circumstance set forth in Article 7.1 or the occurrence of any circumstances or event which that may lead to the said circumstanceaforementioned circumstances described in Section 7.1 hereof, the Pledgors shall immediately notify the Pledgee in writing accordingly. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 hereof has been successfully resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee to Pledgor and/or Party C requiring Pledgee, the latter to remedy their/its default, Pledgee may give issue a Notice of Default to Pledgor the Pledgors upon the occurrence of such Event of Default or at any time thereafter, requiring the Pledgor Pledgors to dispose promptly pay all outstanding payments due and payable under the Business Cooperation Agreement and all other payments due and payable to the Pledgee, and/or exercising the Pledge in accordance with Article Section 8 hereofof this Contract.

Event of Default. 7.1 8.1 Each of the following events followings shall be regarded as deemed an Event of Default: 7.1.1 Where Party C 8.1.1 Pledgor, its successors and agents fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or perform any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereundersecurity obligation; 7.1.2 Where any 8.1.2 Any representation or warranty made by the Pledgor in Article 5 hereof Clause 6 herein contains serious a material misrepresentation or error, and/or ; 8.1.3 Any Pledgor breaches any warranty of the warranties in Article 5 hereofClause 6 or covenants made in Clause 7 herein; 7.1.3 Where 8.1.4 Any Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach breaches any provision of clauses under this Agreement; 7.1.5 Where 8.1.5 Any Pledgor transfers or purports to transfer or waive the pledged Equity, or Pledged Interest without the prior written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth as provided in Article 6.1.1Clause 7.1.1 herein; 7.1.6 Where 8.1.6 Loans, encumbrances, indemnities, promises or any other remedies arising in connection with breach which demands that Pledgor immediately perform all the obligations including payment of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party (1) is required for early repayment or performance all outstanding payments due to Pledgor’s default; or (2) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on leads the Pledgee believe that the Pledgor’s ability to perform the his or her obligations hereunderunder this Agreement has been adversely affected. 8.1.7 Pledgor cannot satisfy its indebtedness or any other debt; 7.1.7 Where 8.1.8 The promulgation of any applicable laws or regulations renders this Agreement illegal or makes the Pledgor’s performance under this Agreement impossible. 8.1.9 Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed;. 7.1.8 Where this Agreement becomes illegal or 8.1.10 A adversely change occurring in the financial conditions of Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes leads Pledgee to believe that the Pledgor’s ability of Pledgor to perform the his or her obligations hereunder under this Agreement has been adversely affected;. 7.1.10 Where 8.1.11 The discontinuance, termination, forced closure or liquidation of the successor Pledgor or trustee of Party C may only partially perform or refuses Kaiyuan Logistics. 8.1.12 Any other event precludes Pledgee to perform, the payment obligations exercise its pledge right under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledgeapplicable laws. 7.2 8.2 Pledgor shall immediately notify Pledgee in writing once it is aware upon the incident of any Event of Default or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstancewith lapse of time and/or notice will constitute an Event of Default. 7.3 8.3 Unless the Event of Default listed specified in this Article 7.1 Clause 8.1 aforesaid has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultsatisfaction, Pledgee may give deliver a Notice written notice of Default default to Pledgor, which demands that Pledgor at any time thereafter, requiring immediately perform all the Pledgor to dispose obligations or enforces or disposes of the Pledge Pledged Interest in accordance with Article 8 hereofthe Clause 9 under this Agreement.

Event of Default. 7.1 Each of the 8.1 The following events shall be regarded as an Event of Default: 7.1.1 Where 8.1.1. where Party C A and/or Huashangjie Company and related responsible parties fail to perform any obligations under the Onshore Agreements in time or fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or discharge any Secured Debt, or repay the loan mentioned guaranteed liability as scheduled in Article 6.8, if any, or breaches any other obligation of Party C thereunderfull sum; 7.1.2 Where 8.1.2. where there are any falsity, fraud, misleading statements or errors relating to any representation or warranty made by Pledgor and undertaking Party A makes in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereofSection 2 herein; 7.1.3 Where Pledgor and 8.1.3. where Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach A violates any provision undertaking in Section 6 of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent 8.1.4. where Party A violates any other terms and conditions of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1this Agreement; 7.1.6 Where 8.1.5. where Party A refuses or intentionally delays the registration procedures for the pledge under this Agreement and fails to correct such action within ten (10) days as of the day when Party B requires in writing to do so; 8.1.6. where any of Pledgor’s own loansloan, guaranteesguarantee, compensationsindemnity, undertakings undertaking or other debt liabilities to any third party compensation liability of Party A: (1i) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s an event of default; or (2ii) becomes is due but cannot unable to be repaid or performed as scheduled, causing material adverse effect on Pledgor’s which makes Party B reasonably believe that the ability of Party A to perform the its obligations hereunderunder this Agreement has been materially and adversely affected; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where 8.1.7. where this Agreement becomes illegal ineffective, revocable, unenforceable or Pledgor Party A cannot continue performing its obligations hereunder under this Agreement in time and fully due to the promulgation fault (including omission) of any applicable lawParty A after the issuance of new laws of the PRC; 7.1.9 Where there 8.1.8. Party A waive the pledged equity interests or transfers the pledged equity interests without prior written consent from the Party B; 8.1.9. any approval, permits, licenses or authorization from the competent authority of the government needed to perform under this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended; 8.1.10. the property of Party A is any adverse change adversely changed and causes Party B to the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of Pledgor Party A to perform the obligations hereunder has been herein is affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other 8.1.11. other circumstances where Pledgee in which Party B cannot exercise and dispose the pledge due to the fault (including omission) of Party A. 8.2 If Party A knows or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or should have known the occurrence of any event which stated above in Subsection 8.1 or any matter that may lead to incur the said circumstanceabove events, Party A shall immediately notify Party B in writing. 7.3 8.3 Unless Party A immediately takes the measures satisfactory to Party B to correct the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the Subsection 8.1 above, Party B may send written notice of Pledgee exercising the pledge to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor A at any time thereafterupon or after the occurrence of Event of Default, requiring demand Party A and/or Huashangjie Company to: (i) make full payment of the Pledgor outstanding fees pursuant to dispose the Pledge Onshore Agreement, and (ii) immediate perform their obligations under the Onshore Agreements, and require disposal of the Pledged Equities pursuant to this Agreement. 8.4 The Event of Default provided in accordance with Article this Section 8 hereofwill not affect the exercise of other remedies by the parties pursuant to the laws of the PRC.

Event of Default. 7.1 Each The occurrence of any one or more of the following events shall constitute an "EVENT OF DEFAULT" under this Agreement and under each of the Amended Loan Documents: 8.14.2.1 if MTP-South Tower fails to comply with any of the terms and conditions of this Agreement and such failure has not been cured within five (5) business days following written notice from Aetna; provided, however, that in the case of the failure to perform any non-monetary obligation which cannot reasonably be regarded as cured within said five (5) business day period, the failure to perform any such nonmonetary obligation shall not constitute an Event of Default unless MTP-South Tower fails to commence such cure within said five (5) business day period or thereafter fails to proceed with diligence to cure such nonmonetary breach within a reasonable period; or 8.14.2.2 if MTP-South Tower fails to comply with any of the terms and conditions of any other instrument or agreement delivered to Aetna in connection with the Project (including, without limitation, the Acknowledgement Agreements previously executed by MTP-South Tower in connection with The Los Angeles Unified School District Lease, the Finova Capital Corporation Lease and The Boston Consulting Group Lease, and the Center Acknowledgement Agreement), and such failure has not been cured within the applicable cure period, if any, under such other instrument or agreement; or 8.14.2.3 if an Event of Default: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned as defined in Article 6.8, if any, or breaches any other obligation of Party C thereunder; 7.1.2 Where any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loansthe other Amended Loan Documents, guarantees, compensations, undertakings or other debt liabilities to any third party (1) occurs and is required for early repayment or performance due to Pledgor’s default; or (2) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or continuing. Upon the occurrence of an Event of Default, Aetna shall be entitled to exercise any event which may lead and all rights and remedies available to Aetna under this Agreement or the other Amended Loan Documents, at law, or in equity, including but not limited to the said circumstance. 7.3 Unless right to accelerate the maturity of the Loan upon an Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultand upon such acceleration, Pledgee may give a Notice of Default to Pledgor all amounts due at any time thereafter, requiring the Pledgor to dispose the Pledge Maturity in accordance with Article 8 hereofSection 3.2 above, including but not limited to any Yield Maintenance Payment and Participation Interest, shall be immediately due and payable in full).

Event of Default. 7.1 Each of the The following events shall be regarded as an Event of Default: 7.1.1 Where Party C where the Kingold Shareholders and related responsible parties fail to perform any obligations under the Onshore Agreements in time or fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or discharge any Secured Debt, or repay the loan mentioned guaranteed liability as scheduled in Article 6.8, if any, or breaches any other obligation of Party C thereunderfull sum; 7.1.2 Where where any representation or warranty made by Pledgor and undertaking the Kingold Shareholders makes in Article 5 hereof contains serious misrepresentation Clause 2 herein have falsity, fraud, misleading statement or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete where the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach Kingold Shareholders violates any provision undertaking in Clause 6 of this Agreement; 7.1.5 Where Pledgor transfers 7.1.4 where the Kingold Shareholders refuses or purports intentionally delays the transaction of the procedures necessary for the registration of the pledge under this Agreement and tails to transfer or waive correct such action in time within ten (10) days as of the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth day when Party B requires in Article 6.1.1writing to do so; 7.1.6 Where 7.1.5 where any of Pledgor’s own loansexternal loan, guaranteesguarantee, compensationsindemnity, undertakings undertaking or other debt liabilities to any third party compensation liability of the Kingold Shareholders: (1i) is required for early repayment to be discharged or performance performed in advance due to Pledgor’s an event of default; or (2ii) becomes is due but cannot be repaid discharged or performed as scheduled, causing material adverse effect on Pledgor’s which makes Party B reasonably believe that the ability of die Kingold Shareholders to perform the its obligations hereunderunder this Agreement has been materially and adversely affected; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where 7.1.6 where this Agreement becomes illegal ineffective, revocable, unenforceable or Pledgor the Kingold Shareholders cannot continue performing its obligations hereunder under this Agreement in time and completely due to the promulgation fault (including omission) of any applicable lawthe Kin gold Shareholders after the issuance of new laws and regulations; 7.1.9 Where there is 7.1.7 where the Kingold Shareholders violates any adverse change other term and condition of this Agreement; and 7.1.8 other circumstances in which Party B cannot exercise and dispose the pledge due to the properties owned by Pledgorfault (including omission) of the Kingold Shareholders. 7.1.9 The Kingold Shareholders waive the pledged equity interests or transfers the pledged equity interests without prior written consent from the Party B; 7.1.10 Any approval, which permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended; 7.1.11 The property of the Kingold Shareholders is adversely changed and causes Pledgee Party B to believe deem that the ability capability of Pledgor the Kingold Shareholders to perform the obligations hereunder has been herein is affected; 7.1.10 Where 7.2 If the successor Kingold Shareholders knows or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or should have known the occurrence of any event which stated above in Clause 7.1 or any matter that may lead to incur the said circumstanceabove events, it shall immediately notify Party B in writing. 7.3 Unless the Kingold Shareholders immediately takes the measures satisfactory to Party B to correct the Event of Default listed in this Article Clause 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the above, Party B may send written notice of Pledgee exercising the pledge to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor Kingold Shareholders at any time thereafterupon or after the occurrence of Event of Default and demand (i) full payment of the outstanding fees pursuant to the Onshore Agreement and (ii) immediate performance of the Kingold Shareholders and Kingold Jewelry’s obligation under the Onshore Agreements, requiring and require disposal of the Pledgor Pledged Equities pursuant to dispose this Agreement. 7.4 The Event of Default provided in this Clause will not affect the Pledge in accordance with Article 8 hereofexercise of other remedies by the parties pursuant to the currently effective laws and regulations of the PRC.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event events of Defaultdefault: 7.1.1 Where Party C Pledgor fails to perform his obligations under the Loan Arrangement; 7.1.2 The Company fails to fully pay the consultation and service fee payable fees on schedule under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderService Agreement; 7.1.2 Where any 7.1.3 Any representation or warranty made by the Pledgor in Article 5 hereof contains serious misrepresentation material misleading statements or error, errors and/or the Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where 7.1.4 The Pledgor and Party C fail to complete breaches the Equity pledge registration with the Registration Authority pursuant to covenants under Article 3.1 6 hereof; 7.1.4 Where 7.1.5 The Pledgor and Party C breach breaches any other provision of this Agreement; 7.1.5 Where 7.1.6 The Pledgor waives the pledged Equity Interest or transfers or purports to transfer or waive assigns the pledged Equity, or Equity Interest without prior written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any 7.1.7 Any of the Pledgor’s own external loans, guaranteesguaranties, compensations, undertakings or other debt liabilities to any third party obligations (1) is required for early repayment to be repaid or performance performed prior to the scheduled due to Pledgor’s date because of a default; or (2) becomes is due but cannot be repaid or performed as scheduled, causing material adverse effect on the Pledgee to believe that the Pledgor’s ability to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changedhereunder has been affected; 7.1.8 Where this The Company is incapable of repaying its ordinary debts or other debts; 7.1.9 This Agreement becomes illegal or the Pledgor canis not continue performing its capable of continuing to perform the obligations hereunder due to the promulgation of any applicable lawreason other than force majeure; 7.1.9 Where there is any 7.1.10 There have been adverse change changes to the properties owned by the Pledgor, which causes causing the Pledgee to believe that the ability capability of the Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where the successor 7.1.11 Successor or trustee of Party C may the Company can only partially perform part of, or refuses to perform, the payment obligations under the Business Cooperation Service Agreement; and; 7.1.11 Other circumstances where Pledgee cannot 7.1.12 The breach of the other provisions of this Agreement by the Pledgor due to his/her act or may not exercise its rights to and in the Pledgeomission. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it is aware of if the Pledgor knows or finds out discovers that any circumstance set forth in event specified under Article 7.1 hereof or the occurrence of any event which that may lead to result in the said circumstanceforegoing events has occurred. 7.3 Unless the Event an event of Default listed in this default under Article 7.1 hereof has been resolved satisfactory to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault occurs or at anytime thereafter, Pledgee may give a Notice written notice of Default default to Pledgor at any time thereafterthe Pledgor, requiring the Pledgor to dispose immediately make full payment of the outstanding amount under the Service Agreement and Loan arrangement or requesting to exercise the Pledge in accordance with Article 8 hereof.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the event of Defaultdefault: 7.1.1 Where Party C SH MSN fails to fully pay make full payment of the consultation exclusive technical consulting and service fee payable fees as scheduled under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderService Agreement; 7.1.2 Where The Pledgor makes any representation material misleading or warranty made by Pledgor in fraudulent representations or warranties under Article 5 hereof contains serious misrepresentation or errorherein, and/or the Pledgor breaches is in violation of any warranty in warranties under Article 5 hereofherein; 7.1.3 Where The Pledgor and Party C fail to complete violates the Equity pledge registration with the Registration Authority pursuant to covenants under Article 3.1 hereof6 herein; 7.1.4 Where The Pledgor violates any terms and Party C breach any conditions herein; 7.1.5 Except for the provision in the 6.1.1 of this Agreement; 7.1.5 Where , the Pledgor waives the pledged equity interests or transfers or purports to transfer or waive assigns the pledged Equity, or equity interests without prior written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of The Pledgor’s own loansany external loan, guaranteessecurity, compensationscompensation, undertakings covenants or any other debt compensation liabilities to any third party (1) is are required for early repayment to be repaid or performance due performed prior to Pledgor’s defaultthe scheduled date; or (2) becomes are due but cancan not be repaid or performed as scheduled, causing material adverse effect on scheduled and thereby cause the Pledgee to deem that the Pledgor’s ability capacity to perform the obligations hereunderherein is affected; 7.1.7 Where any This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 7.1.8 Any approval, permitpermits, license licenses or authorization from the competent authority of the governmental authority which makes government needed to perform this Agreement enforceable, lawful and effective is or validate this Agreement are withdrawn, suspended, invalid invalidated or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable lawmaterially amended; 7.1.9 Where there The property of the Pledgor is any adverse change to adversely changed and cause the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of the Pledgor to perform the obligations hereunder has been herein is affected; 7.1.10 Where The successors or assignees of the successor SH MSN are only entitled to perform a portion of or trustee of Party C may only partially refuse to perform or refuses to perform, the payment obligations liability under the Business Cooperation Service Agreement; and; 7.1.11 Other circumstances where whereby the Pledgee cannot or may not exercise its rights is incapable of exercising the right to and dispose the Pledge in accordance with the Pledgerelated laws. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it if the Pledgor is aware of or finds out find that any circumstance set forth in event under Article 7.1 herein or any events that may result in the occurrence of any event which may lead to the said circumstanceforegoing events have happened or is going on. 7.3 Unless the Event event of Default listed in this default under Article 7.1 herein has been resolved satisfactory solved to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault happens or thereafter, Pledgee may give a Notice written notice of Default default to the Pledgor at any time thereafter, requiring and require the Pledgor to immediately make full payment of the outstanding service fee under the Service Agreement and other payables or dispose the Pledge in accordance with Article 8 hereofherein.

Event of Default. 7.1 Each of the The following events circumstances shall be regarded as an deemed Event of Default: 7.1.1 Where Party C fails to fully pay in full any of the consultation consulting and service fee fees payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation obligations of Party C thereunder; 7.1.2 Where any Any representation or warranty made by Pledgor in Article 5 hereof of this Agreement contains serious misrepresentation material misrepresentations or errorerrors, and/or Pledgor breaches violates any warranty of the warranties in Article 5 hereofof this Agreement; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with filing procedure of the Registration Authority pursuant to Article 3.1 hereofPledge stipulated in Section 3.1; 7.1.4 Where Pledgor and Party C breach any provision provisions of this Agreement; 7.1.5 Where Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or waive abandons the Equity Interest pledged Equity, or assigns the Equity Interest pledged without the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any Any of Pledgor’s 's own loans, guarantees, compensationsindemnifications, undertakings promises or other debt liabilities to any third party or parties (1) is required for become subject to a demand of early repayment or performance due to default on the part of Pledgor’s default; or (2) becomes become due but canare not be capable of being repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunderin a timely manner; 7.1.7 Where any Any approval, permitlicense, license permit or authorization of the governmental authority which government agencies that makes this Agreement enforceable, lawful legal and effective is withdrawn, suspendedterminated, invalid invalidated or substantially substantively changed; 7.1.8 Where The promulgation of applicable laws renders this Agreement becomes illegal or renders it impossible for Pledgor cannot to continue performing to perform its obligations hereunder due to the promulgation of any applicable lawunder this Agreement; 7.1.9 Where there is any adverse change to the Adverse changes in properties owned by Pledgor, which causes lead Pledgee to believe that the that Pledgor's ability of Pledgor to perform the its obligations hereunder under this Agreement has been affected; 7.1.10 Where the The successor or trustee custodian of Party C may is capable of only partially perform or refuses to perform, perform the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other Any other circumstances occur where Pledgee cannot is or may not become unable to exercise its rights right with respect to and in the Pledge. 7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstanceaccordingly. 7.3 Unless the an Event of Default listed set forth in this Article Section 7.1 has been successfully resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultPledgee's satisfaction, Pledgee may give issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafterthereafter and demand that Pledgor immediately pay all outstanding payments due under the Business Cooperation Agreement and all other payments due to Pledgee, requiring the Pledgor to and/or dispose of the Pledge in accordance with the provisions of Article 8 hereofof this Agreement.

Event of Default. 7.1 Each of All the following events matters shall be regarded as an Event of Default: 7.1.1 Where Party C fails to timely and fully pay the amounts repayable, including consultation and service fee payable fees, under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if anyAgreement, or breaches any other obligation of Party C obligations thereunder; 7.1.2 Where any representation Any of the representations or warranty warranties made by the Pledgor in under Article 5 hereof contains serious misrepresentation of this Agreement is materially misleading or errorwrong, and/or the Pledgor breaches takes any warranty in actions that violate the representations and warranties under Article 5 hereofof this Agreement; 7.1.3 Where The Pledgor and Party C fail to complete register this Pledge Right in the Equity pledge registration Register of Shareholders of Party C in accordance with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where The Pledgor and Party C breach violate any provision provisions of this Agreement; 7.1.5 Where Except for the provision of Article 6.1.1 of this Agreement, the Pledgor transfers disposes of the pledged Equity Interest or purports arbitrarily transfer or intend to transfer or waive the pledged Equity, or Equity Interest without written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities With respect to any third party external loan, security, compensation, commitment or any other obligations of payment by the Pledgor, (1) is required for early an earlier repayment or performance due to Pledgor’s defaultrequired as a result of its breach of agreement; or (2) a failure of timely repayment or performance; 7.1.7 Any consent, permit, approval or authorization of government departments necessary for the enforceability of this Agreement or the lawfulness or effectiveness of this Agreement is withdrawn, suspended, invalidated or materially modified; 7.1.8 This Agreement becomes due but illegal or the Pledgor cannot be repaid or performed as scheduledcontinue to perform her obligations under this Agreement due to the promulgation of applicable laws; 7.1.9 Any adverse change occurs to the property owned by the Pledgor, causing material adverse effect on which causes the Pledgee to conclude that the Pledgor’s ability to perform the her obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes under this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where the The successor or trustee receiver of Party C may can only partially perform part of or refuses to perform, perform the payment obligations liability under the Business Cooperation Agreement; and 7.1.11 Other circumstances Any other circumstance where the Pledgee canmay not or possibly may not exercise its rights to and dispose of the Pledge Right in the Pledgeaccordance with relevant laws. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware In case of knowing or finds out finding the occurrence of any circumstance set forth events in Article 7.1 or circumstances that may result in the occurrence of any event which may lead to abovementioned events, the said circumstancePledgor shall immediately inform Pledgee in writing. 7.3 Unless the Event of Default listed in this Article 7.1 has been completely resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee to Pledgor and/or Party C requiring Pledgee, the latter to remedy their/its default, Pledgee may give issue a Default Notice of Default in writing to the Pledgor upon or at any time thereafterafter the occurrence of Pledgor’ Event of Default, requiring the Pledgor to pay immediately all debts and other due amount under the Business Cooperation Agreement, or/and may dispose of the Equity Pledge in accordance with Article 8 hereofof this Agreement.

Event of Default. 7.1 Each Any of the following events shall be regarded is deemed as an Event of Default: 7.1.1 Where Party C E-commerce Tianjin fails to fully pay the consultation and service fee payable perform its obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderMaster Agreement; 7.1.2 Where any Any representation or warranty made by of the Pledgor in Article 5 hereof contains serious misrepresentation under this Agreement is substantially misleading or erroruntrue, and/or the Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor of his representations and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of warranties under this Agreement; 7.1.3 The Pledgor breaches its covenants hereunder; 7.1.4 The Pledgor breaches any provision hereof; 7.1.5 Where Except that the Pledgor transfers the equity interests to the Pledgee or purports to transfer the Pledgee’s designated person in accordance with the Exclusive Purchase Option Agreement, the Pledgor waives the Pledged Equity Interests or waive transfers the pledged Equity, or Pledged Equity Interests without the written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loansAny external borrowings, guaranteesguaranty, compensationsindemnification, undertakings or any other debt liabilities to any third party of the Pledgor (1) is required for to be repaid or exercised early repayment or performance due to Pledgor’s its default; or (2) becomes due but canis not be repaid or performed as scheduledexercised when due, causing material adverse effect on Pledgor’s which makes the Pledgee reasonably believes that the ability of the Pledgor to perform his obligations under this Agreement has been impaired. 7.1.7 The Pledgor fails to repay general debts or other liabilities; 7.1.8 This Agreement is deemed to be illegal with promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder; 7.1.7 Where any approval7.1.9 The consent, permit, license approval or authorization of from the governmental authority which makes competent authorities for making this Agreement enforceable, lawful and effective legal or valid is withdrawnrevoked, suspended, invalid invalidated or substantially changedmaterially amended; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due 7.1.10 Adverse change occur with respect to the promulgation assets of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes makes the Pledgee to believe reasonably believes that the ability of the Pledgor to perform the his obligations hereunder under this Agreement has been affected;impaired. 7.1.10 Where 7.1.11 Successor of the successor Pledgor or trustee of Party C may E-commerce Tianjin can only partially perform part of, or refuses to perform, the payment its obligations under the Business Cooperation this Agreement; and. 7.1.11 7.1.12 Other circumstances where occur which make the Pledgee cannot unable to exercise or may not exercise its rights to and dispose of the Pledge Right in the Pledgeaccordance with related laws. 7.2 Pledgor shall immediately notify Pledgee in writing once it In the event that is aware of or finds out discover that any circumstance set forth issue described in the above Article 7.1 or any other issue which may cause the occurrence of any event which may lead such mentioned issues has occurred, the Pledgor shall give a prompt written notice to the said circumstancePledgee. 7.3 Unless that the Event of Default listed specified in this above Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee, otherwise the Pledgee is entitled to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give (not obligated to) serve a Notice of Default to the Pledgor at immediately following or any time thereafterafter the occurrence of the Event of Default, requiring to require the Pledgor and E-commerce Tianjin to immediately perform its obligations under the Master Agreement (including without limitation to payment of the due and unpaid debts and other amounts payable under the Services Agreements) or dispose of the Pledge Right in accordance with Article 8 hereof.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the event of Defaultdefault: 7.1.1 Where Party C SH Allyes fails to fully pay make full payment of the consultation exclusive technical consulting and service fee payable fees as scheduled under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderService Agreement; 7.1.2 Where The Pledgor makes any representation material misleading or warranty made by Pledgor in fraudulent representations or warranties under Article 5 hereof contains serious misrepresentation or errorherein, and/or the Pledgor breaches is in violation of any warranty in warranties under Article 5 hereofherein; 7.1.3 Where The Pledgor and Party C fail to complete violates the Equity pledge registration with the Registration Authority pursuant to covenants under Article 3.1 hereof6 herein; 7.1.4 Where The Pledgor violates any terms and Party C breach any conditions herein; 7.1.5 Except for the provision in the 6.1.1 of this Agreement; 7.1.5 Where , the Pledgor waives the pledged equity interests or transfers or purports to transfer or waive assigns the pledged Equity, or equity interests without prior written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of The Pledgor’s own loansany external loan, guaranteessecurity, compensationscompensation, undertakings covenants or any other debt compensation liabilities to any third party (1) is are required for early repayment to be repaid or performance due performed prior to Pledgor’s defaultthe scheduled date; or (2) becomes are due but cancan not be repaid or performed as scheduled, causing material adverse effect on scheduled and thereby cause the Pledgee to deem that the Pledgor’s ability capacity to perform the obligations hereunderherein is affected; 7.1.7 Where any This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 7.1.8 Any approval, permitpermits, license licenses or authorization from the competent authority of the governmental authority which makes government needed to perform this Agreement enforceable, lawful and effective is or validate this Agreement are withdrawn, suspended, invalid invalidated or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable lawmaterially amended; 7.1.9 Where there The property of the Pledgor is any adverse change to adversely changed and cause the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of the Pledgor to perform the obligations hereunder has been herein is affected; 7.1.10 Where The successors or assignees of the successor SH Allyes are only entitled to perform a portion of or trustee of Party C may only partially refuse to perform or refuses to perform, the payment obligations liability under the Business Cooperation Service Agreement; and; 7.1.11 Other circumstances where whereby the Pledgee cannot or may not exercise its rights is incapable of exercising the right to and dispose the Pledge in accordance with the Pledgerelated laws. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it if the Pledgor is aware of or finds out find that any circumstance set forth in event under Article 7.1 herein or any events that may result in the occurrence of any event which may lead to the said circumstanceforegoing events have happened or is going on. 7.3 Unless the Event event of Default listed in this default under Article 7.1 herein has been resolved satisfactory solved to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault happens or thereafter, Pledgee may give a Notice written notice of Default default to the Pledgor at any time thereafter, requiring and require the Pledgor to immediately make full payment of the outstanding service fees under the Service Agreement and other payables or dispose the Pledge in accordance with Article 8 hereofherein.

Event of Default. 7.1 Each of the 8.1 The following events shall be regarded as an Event of Default: 7.1.1 Where 8.1.1. where Party C A and/or Shenzhen Company and related responsible parties fail to perform any obligations under the Onshore Agreements in time or fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or discharge any Secured Debt, or repay the loan mentioned guaranteed liability as scheduled in Article 6.8, if any, or breaches any other obligation of Party C thereunderfull sum; 7.1.2 Where 8.1.2. where there are any falsity, fraud, misleading statements or errors relating to any representation or warranty made by Pledgor and undertaking Party A makes in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereofSection 2 herein; 7.1.3 Where Pledgor and 8.1.3. where Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach A violates any provision undertaking in Section 6 of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent 8.1.4. where Party A violates any other terms and conditions of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1this Agreement; 7.1.6 Where 8.1.5. where Party A refuses or intentionally delays the registration procedures for the pledge under this Agreement and fails to correct such action within ten (10) days as of the day when Party B requires in writing to do so; 8.1.6. where any of Pledgor’s own loansloan, guaranteesguarantee, compensationsindemnity, undertakings undertaking or other debt liabilities to any third party compensation liability of Party A: (1i) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s an event of default; or (2ii) becomes is due but cannot unable to be repaid or performed as scheduled, causing material adverse effect on Pledgor’s which makes Party B reasonably believe that the ability of Party A to perform the its obligations hereunderunder this Agreement has been materially and adversely affected; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where 8.1.7. where this Agreement becomes illegal ineffective, revocable, unenforceable or Pledgor Party A cannot continue performing its obligations hereunder under this Agreement in time and fully due to the promulgation fault (including omission) of any applicable lawParty A after the issuance of new laws of the PRC; 7.1.9 Where there 8.1.8. Party A waives the pledged equity interests or transfers the pledged equity interests without prior written consent from the Party B; 8.1.9. any approval, permits, licenses or authorization from the competent authority of the government needed to perform under this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended; 8.1.10. the property of Party A is any adverse change adversely changed and causes Party B to the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of Pledgor Party A to perform the obligations hereunder has been herein is affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other 8.1.11. other circumstances where Pledgee in which Party B cannot exercise and dispose the pledge due to the fault (including omission) of Party A. 8.2 If Party A knows or may not exercise its rights to and in the Pledge. 7.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or should have known the occurrence of any event which stated above in Subsection 8.1 or any matter that may lead to incur the said circumstanceabove events, Party A shall immediately notify Party B in writing. 7.3 8.3 Unless Party A immediately takes the measures satisfactory to Party B to correct the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the Subsection 8.1 above, Party B may send written notice of Pledgee exercising the pledge to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor A at any time thereafterupon or after the occurrence of Event of Default, requiring demand Party A and/or Shenzhen Company to: (i) make full payment of the Pledgor outstanding fees pursuant to dispose the Pledge Onshore Agreement, and (ii) immediate perform their obligations under the Onshore Agreements, and require disposal of the Pledged Equities pursuant to this Agreement. 8.4 The Event of Default provided in accordance with Article this Section 8 hereofwill not affect the exercise of other remedies by the parties pursuant to the laws of the PRC.

Event of Default. 7.1 Each of the 8.1 The following events shall be regarded deemed as an Event events of Defaultdefault: 7.1.1 Where Party C 8.1.1 The pledgor or the Domestic Company fails to fully pay perform all of its contractual obligations pursuant to the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereundertransaction documents; 7.1.2 Where 8.1.2 There is material misrepresentation or error in any representation representations or warranty warranties made by Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance pledgor set forth in Article 6.1.16 hereof, and/or the pledgor violates the representations and warranties set forth in Article 6 hereof; 7.1.6 Where 8.1.3 The pledgor violates the undertakings set forth in Article 7 hereof; 8.1.4 The pledgor violates any terms of Pledgor’s own loansthe Agreement; 8.1.5 Except as stipulated in Article 7.1.1 hereof, guaranteesthe pledgor waives the pledged equity or transfers or otherwise disposes of the pledged equity without the written consent of the pledgee; 8.1.6 Any external loan, compensationsguarantee, undertakings indemnity, undertaking or other debt repayment liabilities to any third party of the pledgor (1) is required for early repayment to be repaid or performance performed in advance due to Pledgor’s default; or (2) becomes has become due but cannot be repaid or performed as scheduledon time, causing material adverse effect on Pledgorresulting in that the pledgee believes that the pledgor’s ability capacity to perform the obligations hereunder; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 Where 8.1.7 The pledgor is incapable to pay general debts or other debts; 8.1.8 The Agreement is illegal or the pledgor cannot continuously perform its obligations hereunder duet to the enactment of relevant laws and regulations; 8.1.9 Any governmental consents, licenses, approvals or authorizations necessary for the performance, legality or validity of the Agreement is revoked, suspended, invalid or materially modified; 8.1.10 The pledgee believes that the pledgor’s capacity for performing its obligations hereunder is affected due to adverse changes to the assets owned by the pledgor; 8.1.11 The successor or trustee the custodian of Party C may the Domestic Company can only partially perform partial or refuses to perform, perform the payment obligations liability under the Business Cooperation Agreement; andservice agreement; 7.1.11 8.1.12 Other circumstances where Pledgee cannot or may not exercise its rights under which the pledgee is incapable to and dispose of the pledge right in the Pledgeaccordance with relevant laws. 7.2 Pledgor 8.2 The pledgor shall immediately notify Pledgee the pledgee in writing once if it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which matters set forth in Clause 8.1 or the events that may lead result in above matters. 8.3 Unless the events of default set forth in Clause 8.1 are perfectly solved under the conditions to the said circumstance. 7.3 Unless the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the pledgee, the pledgee can send a default notice to the pledgor at or after the occurrence of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its events of default, Pledgee may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor pledgor to dispose immediately pay all debts and other amounts payable under the Pledge in accordance with service agreement or exercise the pledge right pursuant to Article 8 9 hereof.

Event of Default. 7.1 Each of the The following events shall be regarded as an Event the event of Defaultdefault: 7.1.1 Where Party C SH Allyes fails to fully pay make full payment of the consultation exclusive technical consulting and service fee payable fees as scheduled under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderService Agreement; 7.1.2 Where The Pledgor makes any representation material misleading or warranty made by Pledgor in fraudulent representations or warranties under Article 5 hereof contains serious misrepresentation or errorherein, and/or the Pledgor breaches is in violation of any warranty in warranties under Article 5 hereofherein; 7.1.3 Where The Pledgor and Party C fail to complete violates the Equity pledge registration with the Registration Authority pursuant to covenants under Article 3.1 hereof6 herein; 7.1.4 Where The Pledgor violates any terms and Party C breach any conditions herein; 7.1.5 Except for the provision in the 6.1.1 of this Agreement; 7.1.5 Where , the Pledgor waives the pledged equity interests or transfers or purports to transfer or waive assigns the pledged Equity, or equity interests without prior written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of The Pledgor’s own loansany external loan, guaranteessecurity, compensationscompensation, undertakings covenants or any other debt compensation liabilities to any third party (1) is are required for early repayment to be repaid or performance due performed prior to Pledgor’s defaultthe scheduled date; or (2) becomes are due but cancan not be repaid or performed as scheduled, causing material adverse effect on scheduled and thereby cause the Pledgee to deem that the Pledgor’s ability capacity to perform the obligations hereunderherein is affected; 7.1.7 Where any This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 7.1.8 Any approval, permitpermits, license licenses or authorization from the competent authority of the governmental authority which makes government needed to perform this Agreement enforceable, lawful and effective is or validate this Agreement are withdrawn, suspended, invalid invalidated or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable lawmaterially amended; 7.1.9 Where there The property of the Pledgor is any adverse change to adversely changed and cause the properties owned by Pledgor, which causes Pledgee to believe deem that the ability capability of the Pledgor to perform the obligations hereunder has been herein is affected; 7.1.10 Where The successors or assignees of the successor SH Allyes are only entitled to perform a portion of or trustee of Party C may only partially refuse to perform or refuses to perform, the payment obligations liability under the Business Cooperation Service Agreement; and; 7.1.11 Other circumstances where whereby the Pledgee cannot or may not exercise its rights is incapable of exercising the right to and dispose the Pledge in accordance with the Pledgerelated laws. 7.2 The Pledgor shall immediately notify give a written notice to the Pledgee in writing once it if the Pledgor is aware of or finds out find that any circumstance set forth in event under Article 7.1 herein or any events that may result in the occurrence of any event which may lead to the said circumstanceforegoing events have happened or is going on. 7.3 Unless the Event event of Default listed in this default under Article 7.1 herein has been resolved satisfactory solved to Pledgee within thirty (30) days as the Pledgee’s satisfaction, the Pledgee, at any time when the event of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its defaultdefault happens or thereafter, Pledgee may give a Notice written notice of Default default to the Pledgor at any time thereafter, requiring and require the Pledgor to immediately make full payment of the outstanding service feess under the Service Agreement and other payables or dispose the Pledge in accordance with Article 8 hereofherein.

Event of Default. 7.1 Each Any of the following events followings shall be regarded as deemed an Event event of Defaultdefault: 7.1.1 Where The Pledgors, Party C fails or its successors or assigns fail to fully pay the consultation in full and service fee payable in time any amounts due under the Business Cooperation Agreement each agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderto perform its obligations under each agreement; 7.1.2 Where any Any representation or warranty made by Pledgor the Pledgors in Article 5 hereof contains serious misrepresentation of the Agreement is untrue, inaccurate or errormisleading in any material respect, and/or Pledgor breaches any warranty or the Pledgors are in breach of their undertakings under Article 5 hereof6 of the Agreement; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and The Pledgors or Party C breach any provision stipulation of this the Agreement, which prevents the Pledgee from realizing the Pledge Rights; 7.1.4 Except as provided in Article 6.1.1 of the Agreement, the Pledgors transfer or dispose of the pledged equity without the written consent of the Pledgee; 7.1.5 Where Pledgor transfers The Pledgors are required to repay or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where perform early any of Pledgor’s own their loans, guarantees, compensationsindemnities, undertakings commitments or other debt debts or liabilities to for any third party (1) is required for early repayment reason, or performance due to Pledgor’s default; or (2) becomes due but cannot be repaid repay or performed perform them as scheduledscheduled when the time limit expires, causing material adverse effect on Pledgor’s ability so that the Pledgee reasonably believe that the Pledgors’ capacity to perform the obligations hereunderhereunder has been affected and, and as a result, the interests of the Pledgee are affected; 7.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 Where there is any 7.1.6 The material adverse change to in the properties property owned by Pledgor, which causes the Pledgors cause the Pledgee to reasonably believe that the ability of Pledgor Pledgors’ capacity to perform the obligations hereunder has been affected; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 Pledgor The Pledgors and/or Party C shall immediately notify the Pledgee in writing once it is aware if they know or discover that any of or finds out any circumstance set forth the matters referred to in Article 7.1 or the occurrence of any event which events that may lead to the said circumstanceaforesaid matters have occurred or may occur. 7.3 Unless the Event event of Default listed default stipulated in this Article 7.1 has been satisfactorily resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the Pledgee, or the Pledgee may, at any time upon or after the occurrence of the default, give a written notice of Pledgee default to Pledgor the Pledgors and/or Party C requiring the latter Pledgors and/or Party C to remedy their/immediately pay the amounts due under each agreement and other payables, or to promptly perform the obligations under each agreement. If, within ten (10) business days from the date of such written notice, the Pledgors or Party C fails to promptly correct the default or take remedial action, the Pledgee shall be entitled to exercise its default, Pledgee may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor to dispose the Pledge Rights as provided in accordance with Article 8 hereof.

Event of Default. 7.1 Each of the The following events shall be regarded as deemed to be an Event of Default: 7.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured DebtC, or repay the loan mentioned its successors or assigns, fail to pay any amounts due under each Agreement in Article 6.8, if anyfull and on time, or breaches any other obligation of Party C thereunderthe pledgor or its successors or assigns fail to perform its obligations under these Agreements; 7.1.2 Where any representation representation, warranty or warranty undertaking made by Pledgor the pledgor in Article Clauses 5 hereof contains serious misrepresentation and 6 of this Agreement is materially misleading or errorerroneous, and/or Pledgor breaches any warranty the pledgor violates the representation, guarantee or undertaking in Article Clauses 5 hereof; 7.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision 6 of this Agreement; 7.1.5 Where Pledgor 7.1.3 The pledgor or Party C violates any of the terms of this Agreement and/or the respective agreements; 7.1.4 Except as provided in Paragraph 6.1.1 of this Agreement, the pledgor transfers or purports to transfer or waive disposes of the pledged Equity, or equity without obtaining the written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1pledgee; 7.1.6 Where any of Pledgor’s own loans7.1.5 Any loan, guaranteesguarantee, compensationscompensation, undertakings commitment or other debt liabilities to any third party (1) or liability of the pledgor itself is required to be repaid or performed in advance for early repayment any reason, or performance due to Pledgor’s default; or (2) becomes due has matured but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgorso that the pledgee has reason to believe that the pledgor’s ability to perform its obligations under this Agreement has been affected, and further affects the obligations hereunderinterests of the pledgee; 7.1.6 The pledgor is unable to repay general debts or other liabilities, and further affects the interests of the pledgee; 7.1.7 Where any approvalDue to the promulgation of relevant laws, permitthis Agreement is illegal or the pledgor cannot continue to perform its obligations under this Agreement; 7.1.8 The consent, license license, approval or authorization of the any governmental authority which makes necessary to make this Agreement enforceablelegal, lawful and effective or enforceable is withdrawn, suspended, invalid or substantially changed; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable lawmaterially modified; 7.1.9 Where there is any The pledgor’s ability to perform its obligations under this Agreement has been affected due to adverse change to changes in the properties property owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affectedpledgee; 7.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 Other circumstances where Pledgee in which the pledgor cannot exercise or may not exercise its rights dispose of the pledge according to and in the Pledgerelevant laws. 7.2 If the Pledgor shall immediately notify Pledgee in writing once it is and/or Party C becomes aware of or finds out discovers that any circumstance set forth of the matters referred to in Article Clause 7.1 above or the occurrence of any event which events that may lead to the said circumstanceforegoing have been or may occur, the Pledgor and/or Party C shall immediately notify the Pledgee in writing. 7.3 Unless the Event of Default listed in this Article under Clause 7.1 has been resolved satisfactory to Pledgee remedied by the pledgee within thirty twenty (3020) days as after giving the pledgor and/or Party C’s notice of the notice of Pledgee to Pledgor and/or Party C breach requiring the latter pledgee to remedy their/its defaultsuch breach, Pledgee may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor pledgee, A written notice of breach may be given to dispose the Pledge in accordance with Article 8 hereofpledgor requesting the exercise of the pledge pursuant to clause 8.

Event of Default. 7.1 8.1 Each of the following events shall be regarded as an Event of Default: 7.1.1 8.1.1 Where Party C fails to fully pay the consultation and service fee payable under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.86.9, if any, or breaches any other obligation of Party C thereunder; 7.1.2 8.1.2 Where any representation or warranty made by Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or Pledgor breaches any warranty in Article 5 hereof; 7.1.3 8.1.3 Where Pledgor and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 8.1.4 Where Pledgor and Party C breach any provision of this Agreement; 7.1.5 8.1.5 Where Pledgor transfers or purports to transfer or waive the pledged Equity, or without written consent of Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 8.1.6 Where any of Pledgor’s own loans, guarantees, compensations, undertakings or other debt liabilities to any third party (1) is required for early repayment or performance due to Pledgor’s default; or (2) becomes due but cannot be repaid or performed as scheduled, causing material adverse effect on Pledgor’s ability to perform the obligations hereunder; 7.1.7 8.1.7 Where any approval, permit, license or authorization of the governmental authority which makes this Agreement enforceable, lawful and effective is withdrawn, suspended, invalid or substantially changed; 7.1.8 8.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due to the promulgation of any applicable law; 7.1.9 8.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes Pledgee to believe that the ability of Pledgor to perform the obligations hereunder has been affected; 7.1.10 8.1.10 Where the successor or trustee of Party C may only partially perform or refuses to perform, the payment obligations under the Business Cooperation Agreement; and 7.1.11 8.1.11 Other circumstances where Pledgee cannot or may not exercise its rights to and in the Pledge. 7.2 8.2 Pledgor shall immediately notify Pledgee in writing once it is aware of or finds out any circumstance set forth in Article 7.1 or the occurrence of any event which may lead to the said circumstance. 7.3 8.3 Unless the Event of Default listed in this Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as of the notice of Pledgee to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give a Notice of Default to Pledgor at any time thereafter, requiring the Pledgor to immediately pay all outstanding amount due and payable under the Business Cooperation Agreement and all other due and payable amounts to Pledgee, and/or repay the loan and/or dispose the Pledge in accordance with Article 8 hereof.

Event of Default. 7.1 Each Any of the following events shall be regarded is deemed as an a Event of Default: 7.1.1 Where Party C Jingdong 360 fails to fully pay the consultation and service fee payable perform its obligations under the Business Cooperation Agreement or any Secured Debt, or repay the loan mentioned in Article 6.8, if any, or breaches any other obligation of Party C thereunderMaster Agreement; 7.1.2 Where any Any representation or warranty made by of the Pledgor in Article 5 hereof contains serious misrepresentation under this Agreement is substantially misleading or erroruntrue, and/or the Pledgor breaches any warranty in Article 5 hereof; 7.1.3 Where Pledgor of his representations and Party C fail to complete the Equity pledge registration with the Registration Authority pursuant to Article 3.1 hereof; 7.1.4 Where Pledgor and Party C breach any provision of warranties under this Agreement; 7.1.3 The Pledgor breaches his covenants hereunder; 7.1.4 The Pledgor breaches any provision hereof; 7.1.5 Where Except that the Pledgor transfers the equity interests to the Pledgee or purports to transfer the Pledgee’s designated person in accordance with the Exclusive Purchase Option Agreement, the Pledgor waives the Pledged Equity Interests or waive transfers the pledged Equity, or Pledged Equity Interests without the written consent of from the Pledgee, assign the pledged Equity, except under the specified circumstance set forth in Article 6.1.1; 7.1.6 Where any of Pledgor’s own loansAny external borrowings, guaranteesguaranty, compensationsindemnification, undertakings or any other debt liabilities to any third party of the Pledgor (1) is required for to be repaid or exercised early repayment or performance due to Pledgor’s its default; or (2) becomes due but canis not be repaid or performed as scheduledexercised when due, causing material adverse effect on Pledgor’s which makes the Pledgee reasonably believes that the ability of the Pledgor to perform his obligations under this Agreement has been impaired. 7.1.7 The Pledgor fails to repay general debts or other liabilities; 7.1.8 This Agreement is deemed to be illegal with promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder; 7.1.7 Where any approval7.1.9 The consent, permit, license approval or authorization of from the governmental authority which makes competent authorities for making this Agreement enforceable, lawful and effective legal or valid is withdrawnrevoked, suspended, invalid invalidated or substantially changedmaterially amended; 7.1.8 Where this Agreement becomes illegal or Pledgor cannot continue performing its obligations hereunder due 7.1.10 Adverse change occur with respect to the promulgation assets of any applicable law; 7.1.9 Where there is any adverse change to the properties owned by Pledgor, which causes makes the Pledgee to believe reasonably believes that the ability of the Pledgor to perform the his obligations hereunder under this Agreement has been affected;impaired. 7.1.10 Where 7.1.11 Successor of the successor Pledgor or trustee of Party C may Jingdong 360 can only partially perform part of, or refuses to perform, the payment its obligations under the Business Cooperation this Agreement; and. 7.1.11 7.1.12 Other circumstances where occur which make the Pledgee cannot unable to exercise or may not exercise its rights to and dispose of the Pledge Right in the Pledgeaccordance with related laws. 7.2 Pledgor shall immediately notify Pledgee in writing once it In the event that is aware of or finds out discover that any circumstance set forth issue described in the above Article 7.1 or any other issue which may cause the occurrence of any event which may lead such mentioned issues has occurred, the Pledgor shall give a prompt written notice to the said circumstancePledgee. 7.3 Unless that the Event of Default listed specified in this above Article 7.1 has been resolved satisfactory to Pledgee within thirty (30) days as the satisfaction of the notice of Pledgee, otherwise the Pledgee is entitled to Pledgor and/or Party C requiring the latter to remedy their/its default, Pledgee may give (not obligated to) serve a Notice of Default to the Pledgor at immediately following or any time thereafterafter the occurrence of the Event of Default, requiring to require the Pledgor and Jingdong 360 to immediately perform its obligations under the Master Agreement (including without limitation to payment of the due and unpaid debts and other amounts payable under the Services Agreements) or dispose of the Pledge Right in accordance with Article 8 hereof.