Common use of The Pledge Clause in Contracts

The Pledge. 2.1 The Pledgor hereby agrees to pledge to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as security for the repayment of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee in accordance with the terms hereof. 2.2 During the Term of Pledge, the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except with prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred to the Pledgee or any person designated by the Pledgee without consideration.

The Pledge. 2.1 The Pledgor hereby agrees to pledge As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Pledged Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]% Equity Interest of Party C owned by the Pledgor (including the [ ]% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) any other Control Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3; (c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor legally owns and has right to dispose of, as security for and/or Party C is insolvent or could potentially be made insolvent; or (d) any other event that requires the repayment settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the Term avoidance of Pledgedoubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 The Pledgee is entitled to receive any collect dividends or distributions in respect other distributions, if any, arising from the Equity Interest during the Term of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, Pledge (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without considerationas defined below). 2.3 2.6 The Pledgor may not increase the capital of Party C except only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of also be deemed as the Pledged Equity InterestInterest pledged hereunder. 2.4 In the event that 2.7 If Party C is required to be dissolved or liquidated as required by any in accordance with the mandatory rules provisions of the PRC lawslaws of the PRC, upon the completion of such after Party C completes dissolution or liquidation procedureprocedures in accordance with law, any proceeds interests distributed by Party C to the Pledgor by laws shallParty C in accordance with law shall be, upon as requested by the Pledgee’s request, (1) be deposited into a bank an account designated by the Pledgee, be placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and be first applied towards full the satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred unconditionally donated to the Pledgee or any the person designated by the Pledgee without considerationsubject to the laws of the PRC.

The Pledge. 2.1 The Pledgor hereby agrees to pledge to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as As collateral security for the repayment prompt and complete performance of any and all Secured Obligations of Obligors under the Cooperation Agreements, Pledgors hereby pledge to Pledgee a first security interest in the 100% equity interest of the Company currently owned by Pledgors and all relevant equity interest thereto. 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) Any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in Pledgee serving a Notice of Default to Pledgors pursuant to Section 7.3; (c) Pledgee reasonably determines (having made due enquiries) that Pledgors and/or the Company are insolvent or could potentially be made insolvent; or (d) any other event that requires the settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, Pledgee shall be entitled, at the election of Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of Pledge, . The Pledgors may receive dividends distributed on the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except only with prior written consent of the Pledgee. Any increase in the capital contributed Dividends received by the Pledgor to Pledgors on Equity Interest after the registered capital deduction of Party C as a result of any capital increase tax paid or withheld by the Pledgors required by applicable PRC laws shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated be, as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of (a) deposited into an account designated and supervised by the Pledgee, Pledgee and be first applied towards full satisfaction of used to secure the Contract Obligations and pay the Secured IndebtednessIndebtedness prior and in preference to making any other payment; or (2b) to the extent permitted by PRC laws, be transferred unconditionally transfer to the Pledgee or any other person designated by the Pledgee without considerationto the extent permitted under the applicable PRC laws.

The Pledge. 2.1 The Pledgor hereby agrees to pledge As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Pledged Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the Equity Interest of Party C owned by the Pledgor (including the [Percentage]% registered capital in an amount equal to RMB[Number] currently owned by the Pledgor and all relevant equity interest, as well as other registered capital and all relevant equity interest, which may be obtained by the Pledgor in the future). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on the reasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Equity Interest, the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligations for a maximum amount of RMB[Number] (the “Maximum Amount”) prior to the Settlement Date. The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and the Equity Interest, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement, from time to time, prior to the Settlement Date. 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) the Business Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3; (c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor legally owns and has right to dispose of, as security for and/or Party C is insolvent or could potentially be made insolvent; or (d) any other event that requires the repayment settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the Term avoidance of Pledgedoubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 The Pledgee is entitled to receive any collect dividends or distributions in respect other distributions, if any, arising from the Equity Interest during the Term of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, Pledge (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without considerationas defined below). 2.3 The Pledgor may not increase capital of Party C except with prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred to the Pledgee or any person designated by the Pledgee without consideration.

The Pledge. 2.1 The Pledgor hereby agrees to pledge As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Pledged Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the 60.11% Equity Interest of Party C owned by the Pledgor (including the 60.11% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) any other Control Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3; (c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor legally owns and has right to dispose of, as security for and/or Party C is insolvent or could potentially be made insolvent; or (d) any other event that requires the repayment settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the Term avoidance of Pledgedoubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 The Pledgee is entitled to receive any collect dividends or distributions in respect other distributions, if any, arising from the Equity Interest during the Term of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, Pledge (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without considerationas defined below). 2.3 2.6 The Pledgor may not increase the capital of Party C except only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of also be deemed as the Pledged Equity InterestInterest pledged hereunder. 2.4 In the event that 2.7 If Party C is required to be dissolved or liquidated as required by any in accordance with the mandatory rules provisions of the PRC lawslaws of the PRC, upon the completion of such after Party C completes dissolution or liquidation procedureprocedures in accordance with law, any proceeds interests distributed by Party C to the Pledgor by laws shallParty C in accordance with law shall be, upon as requested by the Pledgee’s request, (1) be deposited into a bank an account designated by the Pledgee, be placed under the custody of the Pledgee, used to provide security for the Contractual Obligations and be first applied towards full the satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred unconditionally donated to the Pledgee or any the person designated by the Pledgee without considerationsubject to the laws of the PRC.

The Pledge. 2.1 The Pledgor ▇▇▇▇▇▇▇ hereby agrees to pledge to the Pledgee the Pledged Equity Interest that to the Pledgor legally owns pledgee in accordance with this Agreement as a guarantee for the performance of contractual obligations and has right to dispose of, as security for the repayment of the Secured Indebtedness and the full performance of the Contract Obligationssecured debts. Party C hereby agrees for that the Pledgor to so shall pledge the Pledged Equity Interest to the Pledgee pledgee in accordance with the terms hereof.provisions of this Agreement 2.2 During the Term term of Pledgepledge, unless prohibited by applicable laws and regulations, the Pledgee is entitled has the right to receive any dividends or distributions in respect dividends from the Pledged Equity. Without the prior written consent of the Pledgee, the ▇▇▇▇▇▇▇ shall not receive dividends or dividends on the pledged shares. Dividends or dividends received by the Pledgor due to the Pledged Equity Interest. shall be deposited in the pledgee ’s designated account according to the pledgee ’s requirements after deducting the personal income tax paid by the pledgee (1) due to the obligation of the guarantee contract and the first payment of the Guaranteed debt; or (2) within the scope not prohibited by PRC law, such dividends and dividends are unconditionally presented to the Pledgee or the person designated by the Pledgee in a manner permitted by PRC law 2.3 With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions increase capital to Party C. The Pledgee’s increased capital in respect of the company, and the increased capital contribution in the company’s registered capital also belongs to the Pledged Equity Interest. Any dividends Equity, the Parties should sign a further pledge agreement for this, and pledge registration for the increased investment. 2.4 If Party C is disbanded or distributions received liquidated in accordance with the mandatory provisions of PRC law, and after Party C completes the dissolution or liquidation procedures according to law, any benefits allocated by the Pledgee Pledgor from Party C according to law shall be deposited in respect of accordance with the Pledged Equity Interest shall, upon the Pledgeepledgee ’s request, requirements (1) be deposited into a bank account designated supervised by the Pledgee, be placed under and used to guarantee Contract Obligations and first pay off the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtednesssecured debt; or (2) to the extent permitted not prohibited by PRC lawslaw, be unconditionally transferred gifted to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except with prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent manner permitted by PRC laws, be transferred to the Pledgee or any person designated by the Pledgee without considerationlaw.

The Pledge. 2.1 The Pledgor hereby agrees to pledge to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as As collateral security for the repayment prompt and complete performance of any and all obligations of Pledgor under the Cooperation Agreements (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the approximately 29.55% equity interest of the Company owned by Pledgor (including the approximately 29.55% registered capital (amount of capital contribution) currently owned by Pledgor and all relevant equity interest thereto). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) (any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in Pledgee serving a Notice of Default to Pledgor pursuant to Section 7.3; (c) Pledgee reasonably determines (having made due enquiries) that Pledgor and/or the Company is insolvent or could potentially be made insolvent; or (d) any other event that requires the settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, Pledgee shall be entitled, at the election of Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of Pledge, the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except with prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred to the Pledgee or any person designated by the Pledgee without consideration.

The Pledge. 2.1 The Pledgor hereby agrees to pledge to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as As collateral security for the repayment prompt and complete performance of any and all obligations of Pledgor under the Cooperation Agreements (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the 0.005% equity interest of the Company owned by Pledgor (including the 0.005% registered capital (amount of capital contribution) currently owned by Pledgor and all relevant equity interest thereto). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in Pledgee serving a Notice of Default to Pledgor pursuant to Section 7.3; (c) Pledgee reasonably determines (having made due enquiries) that Pledgor and/or the Company is insolvent or could potentially be made insolvent; or (d) any other event that requires the settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, Pledgee shall be entitled, at the election of Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of Pledge, the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except with prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred to the Pledgee or any person designated by the Pledgee without consideration.

The Pledge. 2.1 The Pledgor hereby agrees to pledge to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as As collateral security for the repayment prompt and complete performance of any and all Secured Obligations of Obligors under the Cooperation Agreements, Pledgor hereby pledges to Pledgee a first security interest in the 99.995% equity interest of the Company owned by Pledgor (including the 99.995% registered capital (amount of capital contribution) currently owned by Pledgor and all relevant equity interest thereto). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in Pledgee serving a Notice of Default to Pledgor pursuant to Section 7.3; (c) Pledgee reasonably determines (having made due enquiries) that Pledgor and/or the Company is insolvent or could potentially be made insolvent; or (d) any other event that requires the settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, Pledgee shall be entitled, at the election of Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of Pledge, the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except with prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred to the Pledgee or any person designated by the Pledgee without consideration.

The Pledge. 2.1 The Pledgor hereby agrees to pledge to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as As collateral security for the repayment prompt and complete performance of any and all Secured Obligations of Obligors under the Cooperation Agreements, Pledgor hereby pledge to Pledgee a first security interest in the 100% equity interest of the Company currently owned by Pledgor and all relevant equity interest thereto. 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): Any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in Pledgee serving a Notice of Default to Pledgor pursuant to Section 7.3; (a) Pledgee reasonably determines (having made due enquiries) that Pledgor and/or the Company are insolvent or could potentially be made insolvent; or (b) any other event that requires the settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, Pledgee shall be entitled, at the election of Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of Pledge, the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except receive dividends distributed on the Equity Interest only with prior written consent of the Pledgee. Any increase in the capital contributed Dividends received by the Pledgor to on Equity Interest after the registered capital deduction of Party C as a result of any capital increase tax paid or withheld by the Pledgor required by applicable PRC laws shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated be, as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of (a) deposited into an account designated and supervised by the Pledgee, Pledgee and be first applied towards full satisfaction of used to secure the Contract Obligations and pay the Secured IndebtednessIndebtedness prior and in preference to making any other payment; or (2b) to the extent permitted by PRC laws, be transferred unconditionally transfer to the Pledgee or any other person designated by the Pledgee without considerationto the extent permitted under the applicable PRC laws.

The Pledge. 2.1 The Pledgor Each of the Pledgors hereby agrees to pledge pledges all the Equity Interest he/she holds in the Domestic Enterprise to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as a security for the performance of Contractual Obligations and repayment of the Secured Indebtedness and (the full performance “Pledge”). Pursuant thereto, the Pledgee shall have priority in receiving repayments from the proceeds from the auction or sale of the Contract ObligationsEquity Interest. Party C hereby agrees for the Pledgor to so pledge the Pledged The Equity Interest so pledged shall hereinafter be referred to as the Pledgee in accordance with the terms hereof“Pledged Collateral”. 2.2 During the Term of Pledgeterm hereof, the Pledgee is entitled to receive shall not be liable in whatsoever manner for any dividends or distributions diminution in respect value of the Pledged Equity Interest. With Collateral and the prior written consent Pledgors shall have no right to seek any form of recourse or bring any claims against the Pledgee in connection therewith, except where such diminution arises out of any willful conduct or gross negligence of the Pledgee. 2.3 Without prejudice to above Article 2.2, if the Pledged Collateral is likely to suffer such a manifest value diminution as may impair the rights of the Pledgee, the Pledgor Pledgee may collect such dividends at any time auction or distributions in respect sell the Pledged Collateral on behalf of the Pledged Equity Interest. Any dividends Pledgors and may, as agreed with the Pledgors, apply the proceeds from such auction or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied sale towards early full satisfaction repayment of the Secured Indebtedness; , or deposit (2) to entirely at the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except with prior written consent cost of the Pledgee. ) such proceeds with a notary organ of the place where the Pledgee is domiciled. 2.4 Any capital increase in the capital contributed by the Pledgor Pledgors to the registered capital of Party C Domestic Enterprise as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to Collateral. To the extent permitted by PRC laws, Pledgors shall register the pledge for increased capital with administration for industry and commerce as soon as practicable upon the completion of the capital increase. Domestic Enterprise undertakes to cooperate with Pledgors to complete above registration for increased capital contemplated in this article. 2.5 The Pledgors undertake to waive any right to receive dividend distribution in respect of the Pledged Equity during the term of the Pledge, except with prior written consent of the Pledgee . 2.6 Subject to Article 2.5 and to the extent not violating the PRC laws, any dividend or distribution received by the Pledgors in respect of the Pledged Collateral, or any asset interest distribution received by the Pledgors shall be transferred fully reimbursed to the Pledgee or any person and deposited into the account designated by the Pledgee, which shall be under the supervision of the Pledgee without considerationand used for the payment of Secured Indebtedness in the first priority.

The Pledge. 2.1 The Pledgor hereby agrees to pledge As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Pledged Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [Percentage]% equity interest of Party C owned by the Pledgor (including the [Percentage]% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on the reasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Equity Interest Interest, the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligations for a maximum amount of USD 2,000,000,000 (the “Maximum Amount”) prior to the Settlement Date. The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and the Equity Interest, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement, from time to time, prior to the Settlement Date. 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) The Business Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; (b) The occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3; (c) The Pledgee reasonably determines (having made due enquiries) that the Pledgor legally owns and has right to dispose of, as security for and/or Party C is insolvent or could potentially be made insolvent; or (d) Any other event that requires the repayment settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the Term avoidance of Pledgedoubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 The Pledgee is entitled to receive any collect dividends or distributions in respect other distributions, if any, arising from the Equity Interest during the Term of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, Pledge (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without considerationas defined below). 2.3 The Pledgor may not increase capital of Party C except with prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred to the Pledgee or any person designated by the Pledgee without consideration.

The Pledge. 2.1 The Pledgor hereby agrees to pledge to the Pledgee the Pledged Equity Interest that the Pledgor legally owns and has right to dispose of, as As collateral security for the repayment prompt and complete performance of any and all Secured Obligations of Obligors under the Cooperation Agreements, Pledgors hereby pledge to Pledgee a first security interest in the 100% equity interest of the Company currently owned by Pledgors and all relevant equity interest thereto. 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): (a) Any Cooperation Agreement expires or is terminated pursuant to the stipulations thereunder; (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in Pledgee serving a Notice of Default to Pledgors pursuant to Section 7.3; (c) Pledgee reasonably determines (having made due enquiries) that Pledgors and/or the Company are insolvent or could potentially be made insolvent; or (d) any other event that requires the settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, Pledgee shall be entitled, at the election of Pledgee, to enforce the Pledge in accordance with Section 8. 2.5 Pledgee is entitled to collect dividends or other distributions, if any, arising from the Equity Interest during the Term of Pledge, . The Pledgors may receive dividends distributed on the Pledgee is entitled to receive any dividends or distributions in respect of the Pledged Equity Interest. With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration. 2.3 The Pledgor may not increase capital of Party C except only with prior written consent of the Pledgee. Any increase in the capital contributed Dividends received by the Pledgor to Pledgors on Equity Interest after the registered capital deduction of Party C as a result of any capital increase tax paid or withheld by the Pledgors required by applicable PRC laws shall equally become part of the Pledged Equity Interest. 2.4 In the event that Party C is to be dissolved or liquidated be, as required by any mandatory rules of the PRC laws, upon the completion of such dissolution or liquidation procedure, any proceeds distributed by Party C to the Pledgor by laws shall, upon the Pledgee’s request, , (1a) be deposited into a bank an account designated and supervised by the Pledgee, be placed under custody of Pledgee and used to secure the Pledgee, Contract Obligations and be first applied towards full satisfaction of pay the Secured IndebtednessIndebtedness prior and in preference to making any other payment; or or (2b) to the extent permitted by PRC laws, be transferred unconditionally transfer to the Pledgee or any other person designated by the Pledgee without considerationto the extent permitted under the applicable PRC laws.

The Pledge. 2.1 The Pledgor hereby agrees to pledge As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Pledged Exclusive Business Cooperation Agreement (collectively, the “Secured Obligations”), Pledgor hereby pledges to Pledgee a first security interest in the [ ]% Equity Interest of Party C owned by the Pledgor (including ​ the [ ]% registered capital (amount of capital contribution) currently owned by the Pledgor and all relevant equity interest, as well as other registered capital (amount of capital contribution) and all relevant equity interest, which may be obtained by the Pledgor in the future). 2.2 The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below). ​ 2.3 Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of such occurrence (the “Fixed Obligations”): ​ (a) any other Control Agreement expires or is terminated pursuant to the stipulations thereunder; ​ (b) the occurrence of an Event of Default pursuant to Section 7 that is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3; ​ (c) the Pledgee reasonably determines (having made due enquiries) that the Pledgor legally owns and has right to dispose of, as security for and/or Party C is insolvent or could potentially be made insolvent; or ​ (d) any other event that requires the repayment settlement of the Secured Indebtedness and the full performance of the Contract Obligations. Party C hereby agrees for the Pledgor to so pledge the Pledged Equity Interest to the Pledgee Obligations in accordance with relevant laws of the terms hereofPRC. 2.2 During 2.4 For the Term avoidance of Pledgedoubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 8. ​ 2.5 The Pledgee is entitled to receive any collect dividends or distributions in respect other distributions, if any, arising from the Equity Interest during the Term of the Pledged Equity InterestPledge (as defined below). With the prior written consent of the Pledgee, the Pledgor may collect such dividends or distributions in respect of the Pledged Equity Interest. Any dividends or distributions received by the Pledgee in respect of the Pledged Equity Interest shall, upon the Pledgee’s request, (1) be deposited into a bank account designated by the Pledgee, be placed under the custody of the Pledgee, and be first applied towards full satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be unconditionally transferred to the Pledgee or any person designated by the Pledgee without consideration.​ 2.3 2.6 The Pledgor may not increase the capital of Party C except only with the prior written consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of Party C as a result of any capital increase shall equally become part of also be deemed as the Pledged Equity InterestInterest pledged hereunder. 2.4 In the event that 2.7 If Party C is required to be dissolved or liquidated as required by any in accordance with the mandatory rules provisions of the PRC lawslaws of the PRC, upon the completion of such after Party C completes dissolution or liquidation procedureprocedures in accordance with law, any proceeds interests distributed by Party C to the Pledgor by laws shallParty C in accordance with law shall be, upon as requested by the Pledgee’s request, (1) be deposited into a bank an account designated by the Pledgee, be placed under the custody of the Pledgee, used to ​ provide security for the Contractual Obligations and be first applied towards full the satisfaction of the Secured Indebtedness; or (2) to the extent permitted by PRC laws, be transferred unconditionally donated to the Pledgee or any the person designated by the Pledgee without consideration.subject to the laws of the PRC. ​