Common use of Voting Right Entrustment Clause in Contracts

Voting Right Entrustment. 1. The Existing Shareholders hereby irrevocably undertake to respectively execute a proxy letter substantially in the form and substance of the annex hereto upon execution of this Agreement whereby they shall each authorize Beijing Melo Technology Co., Ltd. (the “Trustee”) to exercise, on their behalf, the following rights available to them in their capacity as shareholders of Beijing Weixue Tianxia Education Technology Co., Ltd. under the then-effective articles of association of Beijing Weixue Tianxia Education Technology Co., Ltd. (collectively, “Entrusted Rights”): (1) Proposing the convening of and attending shareholders’ meetings of Beijing Weixue Tianxia Education Technology Co., Ltd. pursuant to the company’s articles of association as proxy of the Existing Shareholders; (2) Exercising voting rights on behalf of the Existing Shareholders on all issues required to be discussed and resolved by the shareholders’ meeting, including but not limited to sale, transfer, pledge or disposal of all or part of the equity held by Party B in Party C, appointment and election of directors and other senior executives to be appointed and removed by shareholders; (3) Other shareholder voting rights under the articles of association of Beijing Weixue Tianxia Education Technology Co., Ltd. (including other shareholder voting rights as provided in such articles of association as amended). The precondition of the above authorization and entrustment is that Beijing Melo Technology Co., Ltd. consents to such authorization and entrustment. When and only when a written notice is issued by Beijing Melo Technology Co., Ltd. to the Existing Shareholders with respect to the removal of the Trustee, the Existing Shareholders shall immediately entrust any other trustee then designated by Beijing Melo Technology Co., Ltd. to exercise the Entrusted Rights, the new Power of Attorney shall supersede the previous one once it is executed; except for the above circumstances, the Existing Shareholders shall not revoke the authorization and entrustment to the Trustee. Beijing Melo Technology Co., Ltd. reserves the right, at its sole discretion, to delegate or transfer any of its rights relating to the above matters to any other person or entity without prior notice to or prior consent of the Existing Shareholders. 2. Within the scope of authorization hereunder, the Trustee shall perform the entrusted duties lawfully with diligence and duty of care; the Existing Shareholders shall acknowledge and be liable to any legal consequences arising from the Trustee’s exercise of the aforesaid Entrusted Rights. 3. The Existing Shareholders hereby acknowledge that in exercising the aforesaid Entrusted Rights, the Trustee is not required to seek the prior opinions of the Existing Shareholders. However, the Trustee shall inform the Existing Shareholders in a timely manner of any resolution or proposal on convening an interim shareholders’ meeting after such resolution or proposal is made. 4. Without limiting the generality of the authority granted hereunder, Beijing Melo Technology Co., Ltd. has the power and authority hereunder to enter into the transfer contract (when the Existing Shareholders are required to be a party thereto) stipulated in the Exclusive Option Agreement on behalf of the Existing Shareholders, and to perform the terms of the Equity Pledge Agreement and the Exclusive Option Agreement signed on the same day as this Agreement, to which the Existing Shareholders are a party. 5. Without limiting the generality of the authority granted under this Power of Attorney, the Existing Shareholders irrevocably acknowledge, agree and authorize Beijing Melo Technology Co., Ltd. to, according to the situation and general resolutions and judgment of its board of directors, determine exclusively decide the disposal of the equity of Beijing Weixue Tianxia Education Technology Co., Ltd. (including but not limited to sale, transfer, grant, give, pledge, encumber, exchange or otherwise to the third party designated by Beijing Melo Technology Co., Ltd. (the same below), the decisions made by Beijing Melo Technology Co., Ltd. in respect of the matters mentioned above based on the authority granted hereunder shall be legally binding upon Beijing Weixue Tianxia Education Technology Co., Ltd. and its equity, in this regard, Party C confirms and agrees: (1) to sign the necessary documents for the disposal of Beijing Weixue Tianxia Education Technology Co., Ltd.’s equity as decided by Beijing Melo Technology Co., Ltd. (including but not limited to sale agreement, transfer agreement, resolutions of Beijing Weixue Tianxia Education Technology Co., Ltd., (2) at the board meetings and/or shareholders’ meetings of Beijing Weixue Tianxia Education Technology Co., Ltd. relating to the disposal of Beijing Weixue Tianxia Education Technology Co., Ltd.’s as decided by Beijing Melo Technology Co., Ltd., to procure the directors recommended or designated by Beijing Weixue Tianxia Education Technology Co., Ltd. and authorized representatives at shareholders’ meetings to vote for such disposal or to sign the corresponding resolutions of the board of directors or the shareholders’ meeting of Beijing Weixue Tianxia Education Technology Co., Ltd.; (3) to hereby irrevocably authorize Beijing Melo Technology Co., Ltd. to sign all necessary documents on behalf of Beijing Weixue Tianxia Education Technology Co., Ltd., and the documents signed by Beijing Melo Technology Co., Ltd. have legally binding effect on Beijing Weixue Tianxia Education Technology Co., Ltd., (4) to take all other necessary or appropriate measures to realize the disposal of Beijing Weixue Tianxia Education Technology Co., Ltd.’s equity as decided by Beijing Melo Technology Co., Ltd., including but not limited to making, executing, delivering and/or submitting to the government agency or third party documents, agreements, certificates or instructions, assisting Beijing Weixue Tianxia Education Technology Co., Ltd., Beijing Melo Technology Co., Ltd., and the third party to obtain all government approvals, permits, licenses, registrations and filings necessary for the execution of the above-mentioned disposal of equity, as well as providing other cooperation and convenience to enable the aforementioned disposal to be implemented in a timely and effective manner when the rights and obligations of the Parties are involved.

Voting Right Entrustment. 1. The Existing Shareholders 1.1 Each Shareholder hereby irrevocably undertake undertakes to respectively execute sign a proxy letter substantially in power of attorney upon the form and substance of the annex hereto upon execution of this Agreement Agreement, whereby they shall each authorize Beijing Melo Technology Co., Ltd. a certain individual (the “Trustee”) then designated by Fenghuang On-line will be empowered to exercise, on their behalf, exercise the following rights available to them in their capacity such Shareholder enjoys as shareholders shareholder of Beijing Weixue Tianxia Education Technology Co., Ltd. under the then-effective articles of association of Beijing Weixue Tianxia Education Technology Co., Ltd. Tianying Jiuzhou (collectively, “Entrusted Rights”): (1i) Proposing attend the convening shareholders meeting of and attending shareholders’ meetings of Beijing Weixue Tianxia Education Technology Co., Ltd. pursuant to Tianying Jiuzhou as the company’s articles of association as proxy of the Existing Shareholderssuch Shareholder; (2ii) Exercising voting rights vote on behalf of the Existing Shareholders such Shareholder on all issues required to be discussed matters requiring discussion and resolved resolution by the shareholders’ meeting, including shareholders meeting(including but not limited to sale, transfer, pledge or disposal of all or part of the equity held by Party B in Party C, appointment and election of directors directors, general manager and other senior executives to be appointed and removed by shareholdersof Tianying Jiuzhou); (3iii) Other shareholder propose that an interim shareholders meeting be convened; (iv) exercise Shareholder’s voting rights under right provided by law; and (v) exercise any other Shareholder’s voting right provided by the articles Articles of association Association of Beijing Weixue Tianxia Education Technology Co.Tianying Jiuzhou, Ltd. (including other shareholder voting rights as provided in such articles of association as amended). The . 1.2 As a precondition of to the above authorization abovementioned empowerment and entrustment, a Trustee shall be a PRC citizen and the abovementioned empowerment and entrustment is that Beijing Melo Technology Co., Ltd. consents to such authorization and entrustmentshall be accepted by Fenghuang On-line. When Upon and only when upon a written notice is issued by Beijing Melo Technology Co., Ltd. from Fenghuang On-line to the Existing Shareholders with respect to regarding the removal of the any Trustee, the Existing Shareholders shall immediately entrust any appoint such other trustee then PRC citizen as designated by Beijing Melo Technology Co., Ltd. Fenghuang On-line then to exercise the such Entrusted Rights. A new power of attorney, once made, shall replace the new Power of Attorney shall supersede original one immediately. In addition, Shareholders may not withdraw the previous one once it is executed; except for the above circumstances, the Existing Shareholders shall not revoke the authorization entrustment and entrustment empowerment made to the Trustee. Beijing Melo Technology Co., Ltd. reserves the right, at its sole discretion, to delegate or transfer any of its rights relating to the above matters to any other person or entity without prior notice to or prior consent of the Existing Shareholders. 2. Within 1.3 To the scope of authorization extent authorized hereunder, the Trustee shall perform the entrusted duties lawfully its fiduciary obligations with care and diligence in accordance with law and duty of care; the Existing Shareholders shall acknowledge and be liable to responsible for any and all legal consequences arising from the out of Trustee’s exercise of the aforesaid such Entrusted Rights. 3. The Existing 1.4 Shareholders hereby acknowledge that Trustee may exercise its Entrusted Rights without seeking Shareholders’ opinion in exercising advance, except to the aforesaid Entrusted Rightsextent required by the PRC law; provided, the Trustee is not required to seek the prior opinions of the Existing Shareholders. Howeverhowever, the that Trustee shall inform the Existing advise Shareholders in a timely manner promptly of any resolution or any proposal on convening for an interim shareholders’ shareholders meeting after such resolution or proposal once the same is made. 4. Without limiting 1.5 Shareholders hereby acknowledge that Trustee shall have the generality of the authority granted hereunder, Beijing Melo Technology Co., Ltd. has the power and authority hereunder right to enter into the transfer contract (when the Existing Shareholders are required appoint any entity or individual to be a party thereto) stipulated in the Exclusive Option Agreement on behalf of the Existing exercise Trustee’s Entrusted Rights under Section 1.1 without Shareholders, and to perform the terms of the Equity Pledge Agreement and the Exclusive Option Agreement signed on the same day as this Agreement, to which the Existing Shareholders are a party’ consent. 5. Without limiting the generality of the authority granted under this Power of Attorney, the Existing Shareholders irrevocably acknowledge, agree and authorize Beijing Melo Technology Co., Ltd. to, according to the situation and general resolutions and judgment of its board of directors, determine exclusively decide the disposal of the equity of Beijing Weixue Tianxia Education Technology Co., Ltd. (including but not limited to sale, transfer, grant, give, pledge, encumber, exchange or otherwise to the third party designated by Beijing Melo Technology Co., Ltd. (the same below), the decisions made by Beijing Melo Technology Co., Ltd. in respect of the matters mentioned above based on the authority granted hereunder shall be legally binding upon Beijing Weixue Tianxia Education Technology Co., Ltd. and its equity, in this regard, Party C confirms and agrees: (1) to sign the necessary documents for the disposal of Beijing Weixue Tianxia Education Technology Co., Ltd.’s equity as decided by Beijing Melo Technology Co., Ltd. (including but not limited to sale agreement, transfer agreement, resolutions of Beijing Weixue Tianxia Education Technology Co., Ltd., (2) at the board meetings and/or shareholders’ meetings of Beijing Weixue Tianxia Education Technology Co., Ltd. relating to the disposal of Beijing Weixue Tianxia Education Technology Co., Ltd.’s as decided by Beijing Melo Technology Co., Ltd., to procure the directors recommended or designated by Beijing Weixue Tianxia Education Technology Co., Ltd. and authorized representatives at shareholders’ meetings to vote for such disposal or to sign the corresponding resolutions of the board of directors or the shareholders’ meeting of Beijing Weixue Tianxia Education Technology Co., Ltd.; (3) to hereby irrevocably authorize Beijing Melo Technology Co., Ltd. to sign all necessary documents on behalf of Beijing Weixue Tianxia Education Technology Co., Ltd., and the documents signed by Beijing Melo Technology Co., Ltd. have legally binding effect on Beijing Weixue Tianxia Education Technology Co., Ltd., (4) to take all other necessary or appropriate measures to realize the disposal of Beijing Weixue Tianxia Education Technology Co., Ltd.’s equity as decided by Beijing Melo Technology Co., Ltd., including but not limited to making, executing, delivering and/or submitting to the government agency or third party documents, agreements, certificates or instructions, assisting Beijing Weixue Tianxia Education Technology Co., Ltd., Beijing Melo Technology Co., Ltd., and the third party to obtain all government approvals, permits, licenses, registrations and filings necessary for the execution of the above-mentioned disposal of equity, as well as providing other cooperation and convenience to enable the aforementioned disposal to be implemented in a timely and effective manner when the rights and obligations of the Parties are involved.