Common use of Exercise of Pledge Clause in Contracts

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly due exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by the Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expense incurred being borne by the Pledgor. To the extent permitted under applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C the Company shall not raise any objection to such exercise. 8.7 When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C the Company shall provide necessary assistance to enable the Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after concurrently with the issuance of the Notice of Default in accordance with Section 8.18.1 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly due exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid be compensated in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable have no liability for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of by disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate give the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may has the right to exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid be compensated from in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgor shall not assign the Pledge or the Equity Interest in Party C without the Pledgee’s written consent. 8.2 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after concurrently with the issuance of the Notice of Default in accordance with Section 8.17.2 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After 8.4 In the event of default, to the extent permitted, Pledgee issues a Notice is entitled to take possession of Default the Equity Interest pledged hereunder and to Pledgor dispose of the Equity Interest pledged and exercise all of its remedies and rights for breach of contract in accordance with Section 8.1law; if, after satisfying all obligations secured, there is any balance in the monies collected by the Pledgee may exercise any remedy measure under applicable PRC lawsby enforcing the Pledge, then such balance shall be, without calculation of interests, paid to the Transaction Documents and this Agreement, including but not limited Pledgor or other parties entitled to being paid in priority with the Equity Interest based on the monetary valuation that receive such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interestbalance. The Pledgee shall not be liable for any loss incurred caused by its duly reasonable exercise of such its remedies and rights and powers. 8.4 for breach of contract. The proceeds from Pledgee shall have the right, at its option, to exercise any of its remedies for breach of contract simultaneously or successively. The Pledgee shall not be required to exercise other remedies for breach of contract before its exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid be repaid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from out of the proceeds from the conversion, auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure firstpledged hereunder. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement. 8.6 Unless otherwise provided by the law, all expenses, tax, charges and all legal fees relating to the establishment of the Pledge and enforcement of it shall be borne by the Pledgor.

Exercise of Pledge. 8.1 The Pledgee shall issue a written Notice of Default to the Pledgor when it the Pledgee exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, the Pledgee may exercise shall have the right to enforce exercise the Pledge at any time after the issuance delivery of the Notice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce exercise the Pledge, the Pledgor shall cease to be entitled to have any rights or interests associated with the Pledged Equity Interest. 8.3 After the Pledgee issues a delivers the Notice of Default to Pledgor in accordance with Section 8.1, Pledgee it may exercise any remedy measure all remedies available to it under applicable the PRC lawsLaws, the Transaction Documents and this Agreement, including but not limited to being paid repaid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from out of the proceeds from auction or sale of the Pledged Equity InterestInterest in discount, at auction or otherwise. The Pledgee shall not be liable for any loss incurred by resulting from its duly reasonable exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by the Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Pledged Equity Interest and to Interest, perform Contract Contractual Obligations and pay the Secured Indebtedness Liabilities to the Pledgee prior and in preference to with priority. If there is any other payment. After balance after deducting the payment of the aforementioned amountsabove-mentioned amount, the remaining Pledgee shall return the balance shall be returned to the Pledgor or any other person who have rights has the right to such balance amount under applicable relevant laws and regulations or be deposited transfer it to the local notary public office where Pledgor residesat the location of the Pledgor, with all expense incurred being and any expenses arising therefrom shall be borne by the Pledgor. To ; to the extent of permitted under applicable by the PRC lawsLaw, Pledgor the pledgor shall unconditionally donate give the aforementioned proceeds above-mentioned amount to the Pledgee or any other the person designated by Pledgeethe Pledgee unconditionally. 8.5 The Pledgee may exercise any remedy measure available shall be entitled to elect to exercise, simultaneously or in otherwise, any orderof its remedies for breach of contract. The Pledgee may shall not be required to exercise other remedies for breach of contract before its exercise of the right to being paid be repaid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from out of the proceeds from auction or sale of the Pledged Equity Interest under this Agreementin discount, without exercising any other remedy measure firstat auction or otherwise. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide necessary assistance to enable the Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor Pledgors when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgors in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where such Pledgor resides, with all expense incurred being borne by such Pledgor. To the extent permitted under applicable PRC laws, Pledgor Pledgors shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor Pledgors or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor Pledgors and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 8.1. Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 8.2. Subject to the provisions provision of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.3. After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid (without limitation) repayment in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.4. The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall may be returned to Pledgor or any other person who have rights to such balance thereto under applicable laws laws, or be deposited to the local notary public office institution where Pledgor resides, with all expense resides (any fees incurred being in relation thereto shall be borne by Pledgor. To Pledgee); to the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by PledgeePledgee at its sole discretion. 8.5 8.5. Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may is not obliged to exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure firstfirst before its exercise of the rights to auctions or sale-offs of the Equity Interest. 8.6 8.6. Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 8.7. When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from valuation, auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as a result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office institution where Pledgor resides, with all expense any fees incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 The Pledgee may shall have the right, at its option, to exercise any remedy measure available of its remedies for breach of contract simultaneously or in any ordersuccessively. The Pledgee may shall not be required to exercise other remedies for breach of contract before its exercise of the right to being paid be repaid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from out of the proceeds from the conversion, auction or sale of the pledged Equity Interest under this Agreement, without exercising any other remedy measure firsthereunder. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to Interest, perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor Pledgors when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1Default. Once Pledgee elects to enforce the Pledge, Pledgor Pledgors shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgors in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its the Pledgee’s duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where such Pledgor resides, with all expense incurred being borne by such Pledgor. To the extent permitted under applicable PRC laws, Pledgor Pledgors shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor Pledgors or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor Pledgors and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 The Pledgee shall issue a written Notice of Default to Pledgor when the Pledgors as it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce dispose of the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After the Pledgee issues a Notice of Default to Pledgor the Pledgors in accordance with Section 8.1, the Pledgee may exercise any remedy remedial measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority compensated on a preferential basis with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from conversion, auction or sale sales price of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly due exercise of such rights and powers. 8.4 The proceeds from exercise of exercising the Pledge by the Pledgee shall be used to pay for tax and expenses incurred as a result of disposing the Equity Interest and to perform Contract Contractual Obligations and pay repay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor the Pledgors or any other person who have has the rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor the Pledgors resides, with all expense expenses incurred being borne by Pledgorthe Pledgors. To the extent permitted under applicable PRC laws, Pledgor the Pledgors shall unconditionally donate the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise enforce any remedy measure remedies for breach of contract available simultaneously or in any order. The Pledgee may exercise the right to being paid in priority be compensated on a preferential basis with the Equity Interest based on conversion of, or the monetary valuation that such Equity Interest is converted into or amount received from the proceeds from auction or sale sales of the Equity Interest under this Agreement, Agreement without exercising any other remedy measure remedies for breach of contract first. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor the Pledgors or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor the Pledgors and Party C shall provide necessary assistance to enable the Pledgee to enforce realize the Pledge in accordance with this AgreementPledge.

Exercise of Pledge. 8.1 Pledgor shall not assign the Pledge or the Equity Interest in Party C without the Pledgee's written consent. 8.2 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after concurrently with the issuance of the Notice of Default in accordance with Section 8.17.2 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After 8.4 In the event of default, to the extent permitted, Pledgee issues a Notice is entitled to take possession of Default the Equity Interest pledged hereunder and to Pledgor dispose of the Equity Interest pledged and exercise all of its remedies and rights for breach of contract in accordance with Section 8.1law; if, after satisfying all obligations secured, there is any balance in the monies collected by the Pledgee may exercise any remedy measure under applicable PRC lawsby enforcing the Pledge, then such balance shall be, without calculation of interests, paid to the Transaction Documents and this Agreement, including but not limited Pledgor or other parties entitled to being paid in priority with the Equity Interest based on the monetary valuation that receive such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interestbalance. The Pledgee shall not be liable for any loss incurred caused by its duly reasonable exercise of such its remedies and rights and powers. 8.4 for breach of contract. The proceeds from Pledgee shall have the right, at its option, to exercise any of its remedies for breach of contract simultaneously or successively. The Pledgee shall not be required to exercise other remedies for breach of contract before its exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid be repaid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from out of the proceeds from the conversion, auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure firstpledged hereunder. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement. 8.6 Unless otherwise provided by the law, all expenses, tax, charges and all legal fees relating to the establishment of the Pledge and enforcement of it shall be borne by the Pledgor.

Exercise of Pledge. 8.1 Notwithstanding any provision to the contrary under this Agreement, any Transaction Document or any other agreements entered into by Pledgor, Pledgee or Party C, Pledgee shall not enforce the Pledge under this Agreement unless it simultaneously enforces all pledges or other security interests created by each other shareholder of Party C in favor of the Pledgee in relation to the Equity Interest or other security rights held by such other shareholders under such other pledge agreements; provided, however, that if the Pledgor breaches any of its obligations under the Transaction and/or this Agreement that is not rectified, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3, the exercise of the Pledge by the Pledgee shall not be subject to the restriction under the foregoing provisions. 8.2 Pledgee shall issue a written Notice of Default to Pledgor when before it exercises the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3Sections 7.3 and 8.1, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.18.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.4 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.18.2, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.5 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 8.6 Subject to the provisions of Section 8.1, Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 8.7 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 8.8 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) IValley and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance if any shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense expenses incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C the Company shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C the Company shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to the Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1Default. Once Pledgee elects to enforce the Pledge, the Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its the Pledgee’s duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where such the Pledgor resides, with all expense incurred being borne by such the Pledgor. To the extent permitted under applicable PRC laws, the Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to Subjectto the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to ceaseto be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Noticeof Default to Pledgor Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall Pledgeeshall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and Interestand to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights haverights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense allexpense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the donatethe aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest EquityInterest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an designatean attorney or other representatives power of attorney to exercise the Pledge on its behalfPledge, and Pledgor or Party C shall not raise any objection to objectionto such exercise. 8.7 When Pledgee disposes of the Pledge thePledge in accordance with this Agreement, Pledgor and Party andParty C shall provide necessary assistance to enable Pledgee to enforce the Pledge thePledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Notwithstanding any provision to the contrary under this Agreement, any Transaction Document or any other agreements entered into by Pledgor, Pledgee or Party C, Pledgee shall not enforce the Pledge under this Agreement unless it simultaneously enforces all pledges or other security interests created by each other shareholder of Party C in favor of the Pledgee in relation to the equity interest held by such other shareholder under certain equity interest pledge agreements; provided, however, that if the Pledgor breaches any of its obligations under the Transaction and/or this Agreement, the exercise of the Pledge by the Pledgee shall not be subject to the restriction under this Section 8.1. 8.2 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3Sections 7.3 and 8.1, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.18.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.4 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.18.2, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.5 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 8.6 Subject to the provisions of Section 8.1, Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 8.7 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 8.8 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Notwithstanding any provision to the contrary under this Agreement, any Transaction Document or any other agreements entered into by Pledgor, Pledgee or Party C, Pledgee shall not enforce the Pledge under this Agreement unless it simultaneously enforces all pledges or other security interests created by each other shareholder of Party C in favor of the Pledgee in relation to the Equity Interest or other security rights held by such other shareholders under such other pledge agreements; provided, however, that if the Pledgor breaches any of his obligations under the Transaction Documents and/or this Agreement that is not rectified, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3, the exercise of the Pledge by the Pledgee shall not be subject to the foregoing restriction. 8.2 Pledgee shall issue a written Notice of Default to Pledgor when before it exercises the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3Sections 7.3 and 8.1, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.18.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.4 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.18.2, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.5 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 8.6 Subject to the provisions of Section 8.1, Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 8.7 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 8.8 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Notwithstanding any provision to the contrary under this Agreement, any Transaction Document or any other agreements entered into by Pledgor, Pledgee or Party C, Pledgee shall not enforce the Pledge under this Agreement unless it simultaneously enforces all pledges or other security interests created by each other shareholder of Party C in favor of the Pledgee in relation to the equity interest held by such other shareholder under certain equity interest pledge agreements; provided, however, that if the Pledgor breaches any of its obligations under the Transaction and/or this Agreement, the exercise of the Pledge by the Pledgee shall not be subject to the restriction under this Section 8.1. 8.2 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3Sections 7.3 and 8.1, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.18.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.4 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.18.2, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.5 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 8.6 Subject to the provisions of Section 8.1, Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 8.7 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 8.8 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Notwithstanding any provision to the contrary under this Agreement, any Transaction Document or any other agreements entered into by Pledgor, Pledgee or Party C, Pledgee shall not enforce the Pledge under this Agreement unless it simultaneously enforces all pledges or other security interests created by each other shareholder of Party C in favor of the Pledgee in relation to the equity interest held by such other shareholder under certain equity interest pledge agreements; provided, however, that if the Pledgor breaches any of its obligations under the Transaction and/or this Agreement, the exercise of the Pledge by the Pledgee shall not be subject to the restriction under the foregoing provisions. 8.2 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3Sections 7.3 and 8.1, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.18.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.4 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.18.2, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.5 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 8.6 Subject to the provisions of Section 8.1, Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 8.7 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 8.8 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Ambow Sihua and its Subsidiaries fail to fulfill their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgor breaches his duties or obligations hereunder, Pledgee may exercise shall have the right to enforce manage the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgor to discharge the Secured Debt with the Pledged Equity at a discount rate; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default the Pledged Equity appropriately to the extent permitted by applicable laws. 5.2 In the course of Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1. Once the preceding section, Pledgee elects shall have the right to enforce the Pledgetake any actions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, Pledgor shall cease assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to be entitled to any rights or interests associated with the Equity Interestdebt and pledge. 8.3 After Pledgee issues a Notice of Default 5.4 All amounts received due to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the law; 5.4.3 Any remaining balance shall be returned paid to Pledgor or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at the same time or at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest7.2. 8.3 After Pledgee issues a Notice issuing the notice of Default to Pledgor breach of contract in accordance with Section Article 8.1, the Pledgee may shall have the right to exercise any all the rights of remedy measure under applicable for breach of contract in accordance with PRC laws, the Transaction Documents and the terms of this Agreement, including but not limited to being paid in priority with the Equity Interest based on discounted price of the monetary valuation that such Equity Interest is converted into pledged equity or from the proceeds from price obtained by auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powersto receive priority Pay. 8.4 The proceeds from exercise Pledgee shall give priority to the payment of taxes and fees due to the disposal of the Pledge by Pledgee shall be used to pay for tax Pledged Equity, and expenses incurred as result of disposing perform the Equity Interest and to perform Contract Obligations and pay repay the Secured Indebtedness Guaranteed Debts to the pledgee. If there is a balance after deducting the above amount, the Pledgee shall return the balance to the Pledgee prior and in preference to any or other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person persons who have rights to such balance under applicable the amount according to the relevant laws or be deposited regulations, or withdraw to the local notary public office where the Pledgor residesis located, with all expense incurred being and any expenses arising therefrom should be fully borne by the Pledgor. To ; to the extent permitted under applicable not prohibited by PRC lawslaw, the Pledgor shall unconditionally donate the aforementioned proceeds above funds to the Pledgee or any other the person designated by Pledgeethe Pledgee in a manner permitted by PRC law. 8.5 The Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise shall have the right to being paid in exercise any relief for breach of contract simultaneously or successively. Under this Agreement, the Pledgee is not required to exercise other remedies for breach of contract before exercising the right of priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or compensation from the proceeds from discount, auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure firstPledged Equity. 8.6 The Pledgee is entitled shall have the right to designate an attorney appoint its lawyer or other representatives agent to exercise the Pledge on its behalfpledge in writing, and the Pledgor or Party C shall not raise any objection to such exerciseobjection. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default 5.1 If (a) FUYI fails to Pledgor when it exercises the Pledge. 8.2 Subject to fulfill its payment obligation or other related obligations in accordance with the provisions of Section 7.3Exclusive Cooperation Agreement, or (b) Pledgor breaches their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce manage the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgor to discharge the Secured Debt with the Pledged Equity at a discount rate; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default the Pledged Equity appropriately to the extent permitted by applicable laws. 5.2 In the course of Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1. Once the preceding section, Pledgee elects shall have the right to enforce the Pledgetake any actions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, Pledgor shall cease assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to be entitled to any rights or interests associated with the Equity Interestdebt and pledge. 8.3 After Pledgee issues a Notice of Default 5.4 All amounts received due to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the law; 5.4.3 Any remaining balance shall be returned paid to Pledgor or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Notwithstanding any provision to the contrary under this Agreement, any Transaction Document or any other agreements entered into by Pledgor, Pledgee or Party C, Pledgee shall not enforce the Pledge under this Agreement unless it simultaneously enforces all pledges or other security interests created by each other shareholder of Party C in favor of the Pledgee in relation to the Equity Interest or other security rights held by such other shareholders under such other pledge agreements; provided, however, that if the Pledgor breaches any of his obligations under the Transaction Documents and/or this Agreement that is not rectified, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3, the exercise of the Pledge by the Pledgee shall not be subject to foregoing the restriction. 8.2 Pledgee shall issue a written Notice of Default to Pledgor when before it exercises the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3Sections 7.3 and 8.1, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.18.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.4 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.18.2, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.5 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 8.6 Subject to the provisions of Section 8.1, Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 8.7 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 8.8 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Notwithstanding any provision to the contrary under this Agreement, any Transaction Document or any other agreements entered into by Pledgor, Pledgee or Party C, Pledgee shall not enforce the Pledge under this Agreement unless it simultaneously enforces all pledges or other security interests created by each other shareholder of Party C in favor of the Pledgee in relation to the Equity Interest or other security rights held by such other shareholders under such other pledge agreements; provided, however, that if the Pledgor breaches any of its obligations under the Transaction Documents and/or this Agreement that is not rectified, which results in the Pledgee serving a Notice of Default to the Pledgor pursuant to Section 7.3, the exercise of the Pledge by the Pledgee shall not be subject to the foregoing restriction. 8.2 Pledgee shall issue a written Notice of Default to Pledgor when before it exercises the Pledge. 8.2 8.3 Subject to the provisions of Section 7.3Sections 7.3 and 8.1, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.18.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 8.4 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.18.2, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 8.5 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 8.6 Subject to the provisions of Section 8.1, Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 8.7 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 8.8 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 7.1 Upon service of the Default Notice, the Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise have the right to enforce the Pledge at any time after the issuance dispose, subject to relevant laws and regulations, of the Notice Equity Interest through one or more of Default methods set out below: 7.1.1 To purchase the Equity Interest at an agreed price; 7.1.2 To sell the Equity Interest through auction or private sale; or 7.1.3 Any other method permitted by relevant laws and regulations. 7.2 The Pledgors hereby unconditionally and irrevocably constitute and appoint the Pledgee as their formal and lawful attorney-in-fact to take the following actions in the name of or otherwise on behalf of Pledgors upon and during the occurrence of the event set forth in Article 6.1: (a) to execute all certificates or take all actions which should have been executed or taken by the Pledgors under this Agreement but which were not executed or taken, or execute all such certificates or take all such actions as may be necessary to give effect to the purpose and intent of this Agreement, (b) to take any and all actions which in the discretionary and reasonable judgment of the Pledgee or any of its representative(s) or counsel(s) are necessary or required for the maintenance, preservation or protection of the security created under this Agreement or the Pledgee’s rights, remedies, powers or privileges under this Agreement, (c) to generally exercise in the name of the Pledgors any and all power, authority and decision rights granted to or conferred upon the Pledgee by this Agreement, and without prejudice to the generality of the foregoing, to execute, deliver or otherwise perfect any deed, certificate, agreement, instrument or action which in the opinion of the Pledgee is appropriate for the exercise of the foregoing power, authority or decision rights. The Pledgors hereby agree and acknowledge all lawful actions required or proposed to be taken by the Pledgee or any of its representative(s) or counsel(s) when exercising the power of attorney granted to the Pledgee under this Article 7.2, and this grant of authority relating to the security shall be irrevocable. 7.3 Prior to full performance of all of the obligations of the Pledgors and Party B under the Restructuring Agreements and full payment of all amounts payable to Party A thereunder, Party A shall have priority in receiving the value assessment fee collected in accordance with Section 8.1. Once Pledgee elects to enforce legal procedures or the Pledge, Pledgor shall cease to be entitled to any rights auction or interests associated with sale proceeds of all of part of the Equity Interest. 8.3 After 7.4 Upon disposal by the Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance Pledgors shall be returned to Pledgor forthwith execute all documents necessary or any other person who have rights to such balance under applicable laws or be deposited to required for the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale disposal of the Equity Interest under pursuant to this Agreement, without exercising Article 7 and take any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney necessary or other representatives to exercise the Pledge on its behalfrequired actions, and Pledgor or shall cause Party C shall not raise any objection B to such exercise. 8.7 When Pledgee disposes execute all relevant documents and take all relevant actions. Without prejudice to the generality of the Pledge foregoing, the Pledgors shall use their best efforts to complete or assist the Pledgee in accordance completing all approval procedures or registration formalities as may be required to be completed with this Agreement, Pledgor any government authorities in connection with the disposal of the Equity Interest (including the competent authority for the telecommunication industry and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreementrelevant industry and commerce administration).

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor Pledgors when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1Default. Once Pledgee elects to enforce the Pledge, Pledgor Pledgors shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgors in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where such Pledgor resides, with all expense incurred being borne by such Pledgor. To the extent permitted under applicable PRC laws, Pledgor Pledgors shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor Pledgors or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor Pledgors and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor P▇▇▇▇▇▇ resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default 5.1 If (a) the School fails to Pledgor when it exercises the Pledge. 8.2 Subject to fulfill its payment obligation or other related obligations in accordance with the provisions of Section 7.3Exclusive Cooperation Agreement, or (b) Pledgor breaches their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce manage the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgor to discharge the Secured Debt with the Pledged Equity at a discount rate; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default the Pledged Equity appropriately to the extent permitted by applicable laws. 5.2 In the course of Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1. Once the preceding section, Pledgee elects shall have the right to enforce the Pledgetake any actions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, Pledgor shall cease assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to be entitled to any rights or interests associated with the Equity Interestdebt and pledge. 8.3 After Pledgee issues a Notice of Default 5.4 All amounts received due to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the law; 5.4.3 Any remaining balance shall be returned paid to Pledgor or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Beijing JFR and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3the Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with ▇▇▇▇▇▇▇▇ to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by ▇▇▇▇▇▇▇, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 2.1 The Parties agree that, if Pledgor or Target Company breaches or defaults in the performance of the Contractual Obligations, Pledgee shall issue a written Notice of Default have the full right and power to Pledgor when exercise all remedies it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3may have under Chinese Laws (including any laws, Pledgee may exercise the right to enforce the Pledge at regulations, rules, notices, interpretations or other binding documents issued by any time State or local legislative, administrative or judicial authorities before or after the issuance effective date of the Notice of Default in accordance with Section 8.1. Once Pledgee elects this Agreement, hereinafter referred to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC lawsas “Chinese Laws”), the Transaction Documents VIE Agreements and this Agreementthe terms hereof, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from as a preferential creditor by way of set-off at discount, auction or sale of the Pledged Equity InterestInterests. The Pledgee shall not be liable for any loss incurred losses caused by its duly reasonable exercise of such right and power. 2.2 When exercising the pledge, Pledgee shall give a written notice to ▇▇▇▇▇▇▇. Subject to the provisions of Article 5.1 hereof, Pledgee may, at the same time when it so gives such notice or at any time upon giving such notice, exercise the right to dispose of the pledge. 2.3 Pledgee may appoint its counsel or other agent in writing to exercise any and all of the foregoing rights and powerspowers on its behalf, to which Pledgor shall not make any objection. 8.4 The 2.4 Any proceeds received by Pledgee from the exercise of its rights and powers shall be applied in the Pledge by following order: Firstly, to pay all costs incurred for the disposal of the Pledged Equity Interests and Pledgee’s exercise of its rights and powers (including but not limited to court costs and the remunerations of its counsel and agent); Secondly, to pay the taxes and fees payable in respect of the disposal of Pledged Equity Interests; and Thirdly, repay the Secured Obligations to Pledgee. If there is any balance after making the foregoing deductions, Pledgee shall be used refund such balance to pay for tax and expenses incurred as result of disposing the Equity Interest and Pledgee in proportion to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and his shareholding in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Target Company or any other person who have rights is entitled to such balance under applicable laws balance, or lodge the prestation for creditors with the Notary Office of the place where Pledgee is located (all the costs incurred therefor shall be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne paid by Pledgor). To the extent permitted under applicable PRC lawsby Chinese Laws, Pledgor shall may unconditionally donate bestow the aforementioned proceeds foregoing balance to Pledgee or any other person designated by Pledgee. 8.5 2.5 Pledgee may, at its option, exercise any remedies for breach on a concurrent or successive basis; Pledgee may not exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the other remedies before exercising its right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale sell the Pledged Equity Interests hereunder. 2.6 If Target Company is required to be dissolved or liquidated according to the mandatory provisions of Chinese Laws, any benefits distributed to Pledgor out of the Equity Interest under this Agreementliquidation proceeds of Target Company upon completion of such dissolution or liquidation by Target Company as required by law shall, without exercising any other remedy measure first. 8.6 at the request of Pledgee: (1) be deposited in the account designated by Pledgee is entitled to designate an attorney or other representatives to exercise and held by Pledgee in trust as security for the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes performance of the Pledge in accordance with this Agreement, Pledgor Contractual Obligations and Party C shall provide necessary assistance the settlement of the Secured Obligations; or (2) be unconditionally bestowed to enable Pledgee or any person designated by Pledgee to enforce the Pledge in accordance with this Agreementextent permitted by Chinese Laws.

Exercise of Pledge. 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after concurrently with the issuance of the Notice of Default in accordance with Section 8.18.1 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.. ​ ​ ​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 2.1 The Parties agree that, if either of Pledgors or Target Company breaches or defaults in the performance of the Contractual Obligations, Pledgee shall issue a written Notice of Default have the full right and power to Pledgor when exercise all remedies it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3may have under Chinese Laws (including any laws, Pledgee may exercise the right to enforce the Pledge at regulations, rules, notices, interpretations or other binding documents issued by any time State or local legislative, administrative or judicial authorities before or after the issuance effective date of the Notice of Default in accordance with Section 8.1. Once Pledgee elects this Agreement, hereinafter referred to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC lawsas “Chinese Laws”), the Transaction Documents VIE Agreements and this Agreementthe terms hereof, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from as a preferential creditor by way of set-off at discount, auction or sale of the Pledged Equity InterestInterests. The Pledgee shall not be liable for any loss incurred losses caused by its duly reasonable exercise of such right and power. 2.2 When exercising the pledge, Pledgee shall give a written notice to Pledgors. Subject to the provisions of Article 5.1 hereof, Pledgee may, at the same time when it so gives such notice or at any time upon giving such notice, exercise the right to dispose of the pledge. 2.3 Pledgee may appoint its counsel or other agent in writing to exercise any and all of the foregoing rights and powerspowers on its behalf, to which Pledgors shall not make any objection. 8.4 The 2.4 Any proceeds received by Pledgee from the exercise of its rights and powers shall be applied in the Pledge by following order: Firstly, to pay all costs incurred for the disposal of the Pledged Equity Interests and Pledgee’s exercise of its rights and powers (including but not limited to court costs and the remunerations of its counsel and agent); Secondly, to pay the taxes and fees payable in respect of the disposal of Pledged Equity Interests; and Thirdly, repay the Secured Obligations to Pledgee. If there is any balance after making the foregoing deductions, Pledgee shall be used refund such balance to pay for tax and expenses incurred as result either of disposing the Equity Interest and Pledgors in proportion to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and his/her shareholding in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Target Company or any other person who have rights is entitled to such balance under applicable laws balance, or lodge the prestation for creditors with the Notary Office at the place where Pledgee is located (all the costs incurred therefor shall be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne paid by PledgorPledgors). To the extent permitted under applicable PRC lawsby Chinese Laws, Pledgor shall Pledgors may unconditionally donate bestow the aforementioned proceeds foregoing balance to Pledgee or any other person designated by Pledgee. 8.5 2.5 Pledgee may, at its option, exercise any remedies for breach on a concurrent or successive basis; Pledgee may not exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the other remedies before exercising its right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale sell the Pledged Equity Interests hereunder. 2.6 If Target Company is required to be dissolved or liquidated according to the mandatory provisions of Chinese Laws, any benefits distributed to Pledgors out of the Equity Interest under this Agreementliquidation proceeds of Target Company upon completion of such dissolution or liquidation by Target Company as required by law shall, without exercising any other remedy measure first. 8.6 at the request of Pledgee: (1) be deposited in the account designated by Pledgee is entitled to designate an attorney or other representatives to exercise and held by Pledgee in trust as security for the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes performance of the Pledge in accordance with this Agreement, Pledgor Contractual Obligations and Party C shall provide necessary assistance the settlement of the Secured Obligations; or (2) be unconditionally bestowed to enable Pledgee or any person designated by Pledgee to enforce the Pledge in accordance with this Agreementextent permitted by Chinese Laws.

Exercise of Pledge. ​ 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after concurrently with the issuance of the Notice of Default in accordance with Section 8.18.1 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.. ​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, ​ ​ with all expense incurred being borne by Pledgor▇▇▇▇▇▇▇. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee.. ​ 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​

Exercise of Pledge. 8.1 5.1 If (a) Ambow Rongye and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Ambow Shida and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, 7.3 Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledge Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, 8.1 Pledgee may exercise any remedy measure under applicable PRC laws, laws the Transaction Documents and this Agreement, Agreement including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, amounts the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, resides with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, laws Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, Agreement without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Agreement Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other paymentPayment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local local. notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by Pledgor▇▇▇▇▇▇▇. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise.. ​ 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Ambow Zhixin and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Beijing Le’An and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. ​ 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.. ​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of ​ the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee.. ​ 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​

Exercise of Pledge. ​ 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.. ​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to ​ Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee.. ​ 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor Pledgors when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor Pledgors shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgors in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by PledgorPledgors. To the extent permitted under applicable PRC laws, Pledgor Pledgors shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid be compensated in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable have no liability for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of by disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate give the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may has the right to exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid be compensated from in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first.. 秘密文件 Strictly Confidential 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 The Pledgee shall issue give a written Default Notice of Default to the Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section Clause 7.3, the Pledgee may exercise the right to enforce dispose the Pledge at any the same time or at anytime after the Pledgee gives the Default Notice in accordance with Clause 8.1. 8.3 The Pledgee has the right to exercise all the rights of default remedies in accordance with the laws of China, the Transaction Document and the terms of this Contract after the issuance of the Notice of Default in accordance with under Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid be indemnified in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from by the proceeds from depreciation, auction or sale of the Pledged Equity Interest. The Pledgee shall is not be liable responsible for any loss incurred caused by its duly the reasonable exercise of such rights and powers. 8.4 The proceeds obtained by the pledge from exercise exercising the Pledge shall give priority to the taxes and fees payable for the disposal of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Pledged Equity Interest and to perform Contract the performance of the Contractual Obligations and pay repayment of the Secured Indebtedness Debts to the Pledgee prior and in preference to pledgee. If there is any other payment. After balance after deducting the payment of the aforementioned amountsabove amount, the remaining pledgee shall return the balance shall be returned to Pledgor the pledgor or any other person persons who have rights to such the proceeds in accordance with relevant laws and regulations, or deposit the balance under applicable laws or be deposited to the local notary public office of the place where Pledgor residesthe pledgor is located, with all expense and any expenses incurred being thereby shall be borne by the Pledgor. To ; within the extent permitted under applicable PRC lawsscope not prohibited by the laws of China, Pledgor the pledgor shall grant the above-mentioned proceeds unconditionally donate to the aforementioned proceeds to Pledgee pledgee or any other the person designated by Pledgeethe pledgee in the manner permitted by the laws of China. 8.5 The Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise has the right to being paid choose to exercise any default remedies at the same time or in succession. The pledgee is not required to exercise other default remedies before exercising the right to be indemnified in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from by the proceeds from depreciation, auction or sale of the Pledged Equity Interest under this Agreement, without exercising any other remedy measure firstContract. 8.6 Pledgee is entitled The pledgee has the right to designate an attorney appoint its lawyer or other representatives agent to exercise the its Pledge on its behalfin writing, and Pledgor or neither the pledgor nor Party C shall not may raise any objection to such exercisethis. 8.7 When As the Pledgee disposes of the Pledge in accordance with this AgreementContract, the Pledgor and Party C the Company shall provide assistance necessary assistance to enable Pledgee to enforce for the realization of the Pledge in accordance with this Agreementby the Pledgee.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor Pledgors when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor Pledgors shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgors in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by PledgorPledgors. To the extent permitted under applicable PRC laws, Pledgor Pledgors shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor Pledgors or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor Pledgors and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. ​ 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after concurrently with the issuance of the Notice of Default in accordance with Section 8.18.1 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.. ​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, ​ ​ ​ with all expense incurred being borne by Pledgor▇▇▇▇▇▇▇. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee.. ​ 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​

Exercise of Pledge. 8.1 5.1 If (a) Ambow Shanghai and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.law;

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Shida Ambow and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. ​ 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Beijing Le’An and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Amended and Restated Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with ▇▇▇▇▇▇▇▇ to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by ▇▇▇▇▇▇▇, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 The Pledgee shall issue a written Notice of Default to the Pledgor when it the Pledgee exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, the Pledgee may exercise shall have the right to enforce exercise the Pledge at any time after the issuance delivery of the Notice of Default in accordance with Section 8.1. Once the Pledgee elects to enforce exercise the Pledge, the Pledgor shall cease to be entitled to have any rights or interests associated with the Pledged Equity Interest. 8.3 After the Pledgee issues a delivers the Notice of Default to Pledgor in accordance with Section 8.1, Pledgee it may exercise any remedy measure all remedies available to it under applicable the PRC lawsLaws, the Transaction Documents and this Agreement, including but not limited to being paid repaid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from out of the proceeds from auction or sale of the Pledged Equity InterestInterest in discount, at auction or otherwise. The Pledgee shall not be liable for any loss incurred by resulting from its duly reasonable exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by the Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Pledged Equity Interest and to Interest, perform Contract Obligations and pay the Secured Indebtedness Liabilities to the Pledgee prior and in preference to with priority. If there is any other payment. After balance after deducting the payment of the aforementioned amountsabove-mentioned amount, the remaining Pledgee shall return the balance shall be returned to the Pledgor or any other person who have rights has the right to such balance amount under applicable relevant laws and regulations or be deposited transfer it to the local notary public office where Pledgor residesat the location of the Pledgor, with all expense incurred being and any expenses arising therefrom shall be borne by the Pledgor. To ; to the extent of permitted under applicable by the PRC lawsLaw, Pledgor the pledgor shall unconditionally donate give the aforementioned proceeds above-mentioned amount to the Pledgee or any other the person designated by Pledgeethe Pledgee unconditionally. 8.5 The Pledgee may exercise any remedy measure available shall be entitled to elect to exercise, simultaneously or in otherwise, any orderof its remedies for breach of contract. The Pledgee may shall not be required to exercise other remedies for breach of contract before its exercise of the right to being paid be repaid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from out of the proceeds from auction or sale of the Pledged Equity Interest under this Agreementin discount, without exercising any other remedy measure firstat auction or otherwise. 8.6 The Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and the Pledgor or Party C shall not raise any objection to such exercise. 8.7 When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide necessary assistance to enable the Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Beijing OOOK and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with ▇▇▇▇▇▇▇▇ to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by ▇▇▇▇▇▇▇, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. ​ ​ 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly due exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee.. ​ 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​

Exercise of Pledge. 8.1 7.1 Upon service of the Default Notice, the Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise have the right to enforce the Pledge at any time after the issuance dispose, subject to relevant laws and regulations, of the Notice Equity Interest through one or more methods set out below: 7.1.1 To purchase the Equity Interest at an agreed price; 7.1.2 To sell the Equity Interest through auction or private sales; or 7.1.3 Any other method permitted by relevant laws and regulations. 7.2 The Pledgors hereby unconditionally and irrevocably constitute and appoint the Pledgee as their formal and lawful attorney-in-fact to ▇▇▇▇ the following actions in the name of Default or otherwise on behalf of Pledgors upon and during the occurrence of the event set forth in Article 6.1: (a) to execute all certificates or take all actions which should have been executed or taken by the Pledgors under this Agreement but which were not executed or taken, or execute all such certificates or take all such actions as may be necessary to give effect to the purpose and intent of this Agreement, (b) to take any and all actions which in the discretionary and reasonable judgment of the Pledgee or any of its attorney(ies) or counsel(s) are necessary or required for the maintenance, preservation or protection of the security created under this Agreement or the Pledgee’s rights, remedies, powers or privileges under this Agreement, (c) to generally exercise in the name of the Pledgors any and all power, authority and decision rights granted to or conferred upon the Pledgee by this Agreement,and without prejudice to the generality of the foregoing, to execute, deliver or otherwise perfect any deed, certificate, agreement, instrument or action which in the opinion of the Pledgee is appropriate for the exercise of the foregoing power, authority or decision rights. The Pledgors hereby agree and acknowledge all lawful actions required or proposed to be taken by the Pledgee or any of its representative(s) or counsel(s) when exercising the power of attorney granted to the Pledgee under Article 7.1.1, and this grant of authority relating to the security shall be irrevocable. 7.3 Prior to full performance of all of the obligations of the Pledgors and Party B under the Restructuring Agreements and full payment of all amounts payable to Party A thereunder, Party A shall have priority in receiving the value assessment fee collected in accordance with Section 8.1. Once Pledgee elects to enforce legal procedures or the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale proceeds of all of part of the Equity Right. 7.4 Upon disposal by the Pledgee of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance Pledgors shall be returned to Pledgor forthwith execute all documents necessary or any other person who have rights to such balance under applicable laws or be deposited to required for the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale disposal of the Equity Interest under pursuant to this Agreement, without exercising Article 7 and take any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney necessary or other representatives to exercise the Pledge on its behalfrequired actions, and Pledgor or shall cause Party C shall not raise any objection B to such exercise. 8.7 When Pledgee disposes execute all relevant documents and take all relevant actions. Without prejudice to the generality of the Pledge foregoing, the Pledgors shall use their best efforts to complete or assist the Pledgee in accordance completing all approval procedures or registration formalities as may be required to be completed with this Agreement, Pledgor any government authorities in connection with the disposal of the Equity Interest (including the competent authority for the telecommunication industry and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreementrelevant industry and commerce administration).

Exercise of Pledge. 8.1 The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once the Pledgee elects decides to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After the Pledgee issues a Notice of Default to the Pledgor in accordance with Section 8.1, the Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation conversion value of that such Equity Interest is converted into Interest, or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result in connection with the disposal of disposing the Equity Interest and to perform Interest, the performance of Contract Obligations and pay the repayment of the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where the Pledgor resides, with all expense incurred being borne by the Pledgor. To the extent permitted under applicable PRC laws, the Pledgor shall unconditionally donate distribute the aforementioned proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise any remedy measure available simultaneously or in any order. The Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest rights under this Agreement, without exercising any other remedy measure firstAgreement unconditionally. 8.6 The Pledgee is entitled to designate an attorney attorneys or other representatives to exercise the Pledge on its behalf, and the Pledgor or the Party C shall not raise any objection to such exercise. 8.7 When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and the Party C shall provide necessary assistance to enable the Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Jinan LYZX and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3the Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with ▇▇▇▇▇▇▇▇ to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by ▇▇▇▇▇▇▇, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. ​ 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after concurrently with the issuance of the Notice of Default in accordance with Section 8.18.1 or at any time after the issuance of the Notice of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.. ​ ​ ​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​

Exercise of Pledge. 8.1 The Pledgee shall issue a written Notice of Default to the Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section Article 7.3, the Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1Article 8. 1. Once the Pledgee elects decides to enforce exercise the right to dispose of the Pledge, the Pledgor shall cease to be entitled to any rights right or interests associated with interest in relation to the Pledged Equity Interest. 8.3 After the Pledgee issues a Notice of Default to Pledgor in accordance with Section Article 8.1, the Pledgee may exercise any remedy remedial measure under applicable the PRC laws, the Transaction Documents and this AgreementArticle, including but not limited to being paid in priority with the Pledged Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Pledged Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly due exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for the tax and expenses incurred as result of disposing of the Pledged Equity Interest and to perform the Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to the Pledgor or any other person who have has rights to such balance under applicable laws and regulations or be deposited to with the local notary public office in the place where the Pledgor resides, with all expense incurred being borne by the Pledgor. To the extent permitted under applicable the PRC laws, the Pledgor shall unconditionally donate the aforementioned such proceeds to the Pledgee or any other person designated by the Pledgee. 8.5 The Pledgee may exercise any remedy measure is entitled to take remedies available simultaneously or in any order. The Pledgee may exercise is entitled to the right to of being paid in priority with the Pledged Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising taking any other remedy measure remedies first. 8.6 The Pledgee is entitled to designate an attorney or other representatives in writing to exercise the Pledge on its behalf, and the Pledgor or Party C the Domestic Company shall not raise any objection to such exercise. 8.7 When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C the Domestic Company shall provide necessary assistance to enable the Pledgee to enforce the Pledge. 8.8 Any costs incurred by the Pledgee in disposing of the Pledge in accordance with this AgreementAgreement (including the appointment of its attorney or other agent to exercise its Pledge) shall be borne entirely by the Domestic Company.

Exercise of Pledge. 8.1 5.1 If (a) Ambow Sihua and its Subsidiaries fail to fulfill their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgor breaches her duties or obligations hereunder, Pledgee may exercise shall have the right to enforce manage the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgor to discharge the Secured Debt with the Pledged Equity at a discount rate; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default the Pledged Equity appropriately to the extent permitted by applicable laws. 5.2 In the course of Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1. Once the preceding section, Pledgee elects shall have the right to enforce the Pledgetake any actions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, Pledgor shall cease assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to be entitled to any rights or interests associated with the Equity Interestdebt and pledge. 8.3 After Pledgee issues a Notice of Default 5.4 All amounts received due to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the law; 5.4.3 Any remaining balance shall be returned paid to Pledgor or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Suzhou Wenjian fails to fulfill its payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce manage the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount rate; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the law; 5.4.3 Any remaining balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default 5.1 If (a) PTIT fails to Pledgor when it exercises the Pledge. 8.2 Subject to fulfill its payment obligation or other related obligations in accordance with the provisions of Section 7.3Exclusive Cooperation Agreement, or (b) Pledgor breaches their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce manage the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgor to discharge the Secured Debt with the Pledged Equity at a discount rate; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default the Pledged Equity appropriately to the extent permitted by applicable laws. 5.2 In the course of Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1. Once the preceding section, Pledgee elects shall have the right to enforce the Pledgetake any actions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, Pledgor shall cease assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to be entitled to any rights or interests associated with the Equity Interestdebt and pledge. 8.3 After Pledgee issues a Notice of Default 5.4 All amounts received due to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the law; 5.4.3 Any remaining balance shall be returned paid to Pledgor or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall may issue a written Notice of Default to Pledgor Pledgors when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to exercise the right to enforce the Pledge, Pledgor Pledgors shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues the issuance of a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid to, be compensated in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable have no liability for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of by disposing the Equity Interest and to perform Contract Obligations Obligation and pay off the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor residesPledgors reside, with all expense incurred being borne by PledgorPledgors. To the extent permitted under applicable PRC laws, Pledgor Pledgors shall unconditionally donate give the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may has the right to exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid be compensated in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to may designate an its attorney or other representatives agents to exercise the Pledge on its behalf, and Pledgor or Pledgors and Party C D shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor Pledgors and Party C D shall provide necessary assistance to enable Pledgee to enforce exercise the Pledge in accordance with this AgreementPledge.

Exercise of Pledge. ​ 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.​

Exercise of Pledge. 8.1 5.1 If (a) Intelligent Valley and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor Pledgors when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1Default. Once Pledgee elects to enforce the Pledge, Pledgor Pledgors shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgors in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor Pledgors or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where such Pledgor resides, with all expense incurred being borne by such Pledgor. To the extent permitted under applicable PRC laws, Pledgor Pledgors shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor Pledgors or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor Pledgors and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement. 8.8 Any expenses incurred by the Pledgee in disposing of the Pledge in accordance with this Agreement (including appointing its lawyers or other agents to exercise its pledge) shall be borne by Party C.

Exercise of Pledge. 8.1 Pledgee shall may issue a written Notice of Default to Pledgor when it exercises exercising the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid be compensated in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable have no liability for any loss incurred by its duly exercise of such rights and powers.. 秘密文件 Strictly Confidential 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of by disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate give the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may has the right to exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid be compensated from in priority with by the conversion of the Equity Interest based on the monetary valuation that such Equity Interest is converted into Pledge or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, behalf and Pledgor or and Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 5.1 If (a) Party B and its Subsidiaries fail to fulfill their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Exclusive Cooperation Agreement, or (b) Pledgor breaches her duties or obligations hereunder, Pledgee may exercise shall have the right to enforce manage the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgor to discharge the Secured Debt with the Pledged Equity at a discount rate; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default the Pledged Equity appropriately to the extent permitted by applicable laws. 5.2 In the course of Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1. Once the preceding section, Pledgee elects shall have the right to enforce the Pledgetake any actions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, Pledgor shall cease assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to be entitled to any rights or interests associated with the Equity Interestdebt and pledge. 8.3 After Pledgee issues a Notice of Default 5.4 All amounts received due to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the law; 5.4.3 Any remaining balance shall be returned paid to Pledgor or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 7.1 If the Pledgee exercises its Pledge, the Pledgee shall issue send a written Notice of Default Breach to Pledgor when it exercises the PledgePledgor. 8.2 7.2 Subject to the provisions of Section 7.3Article 6.3 hereof, the Pledgee may exercise the right to enforce dispose of the Pledge at any time after sending a Notice of Breach in accordance with Article 7.1 hereof. 7.3 The Pledgee shall have the issuance right to exercise all the remedies for breach of contract enjoyed by it in accordance with Chinese laws and the terms of this Agreement after sending the Notice of Default Breach in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this AgreementArticle 7.1 hereof, including but not limited to being paid in priority with preferentially through the Equity Interest based on Pledged Shares or through the monetary valuation that such Equity Interest is converted into or from the proceeds from price of auction or sale of the Equity Interestsuch Pledged Shares. The Pledgee shall not be liable for any loss incurred caused by its duly reasonable exercise of such rights and powers. 8.4 7.4 The proceeds from money obtained by the Pledgee through the exercise of the Pledge by Pledgee shall be first used to pay the taxes and fees payable for tax disposing of the Pledged Shares and expenses incurred as result then be used for the performance of disposing the Equity Interest and to perform Contract Contractual Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment repayment of the aforementioned amountsSecured Debts. If there is any balance after deducting the above-mentioned amount, the remaining Pledgee shall return the balance shall be returned to the Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise has the right to obtain such amount in accordance with relevant laws and regulations or deposit it with the notary office at the place where the Pledgor is located, and any expenses incurred therefrom shall be borne by the Pledgor. 7.5 The Pledgee has the option to exercise any or all of the remedies for breach of contract it enjoys at the same time or in succession. The Pledgee shall not be required to exercise any other remedies for breach of contract before exercising its right under this Agreement of being paid in priority with preferentially through the Equity Interest based on Pledged Shares or through the monetary valuation that such Equity Interest is converted into or from the proceeds from price of auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure firstsuch Pledged Shares. 8.6 7.6 The Pledgee is entitled shall have the right to designate an appoint its attorney or other representatives agent in writing to exercise its Pledge, to which the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exerciseobjection. 8.7 7.7 When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide necessary assistance to enable the Pledgee to enforce the Pledge in accordance with this Agreementrealize its Pledge.

Exercise of Pledge. 8.1 5.1 If (a) Shanghai Ambow and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or(b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

Exercise of Pledge. 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee. 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​ ​

Exercise of Pledge. ​ 8.1 Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.. ​ 8.3 After Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly exercise of such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to ​ perform Contract Obligations and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor ▇▇▇▇▇▇▇ resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee.. ​ 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.. ​

Exercise of Pledge. 8.1 5.1 If (a) Ambow Sihua and its Subsidiaries fail to perform their payment obligation or other related obligations to Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge. 8.2 Subject to in accordance with the provisions of Section 7.3Technology Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee may exercise shall have the right to enforce exercise the Pledge pledge in any manner at any time after it deems appropriate to the issuance extent permitted by applicable laws during the Term of Pledge, including without limitation: 5.1.1 To negotiate with Pledgors to discharge the Secured Debt with the Pledged Equity at a discount; 5.1.2 To sell off the Pledged Equity and use the proceeds thereof to discharge the Secured Debt; 5.1.3 To retain a relevant agency to auction all or part of the Notice Pledged Equity; and/or 5.1.4 To otherwise dispose of Default in accordance with Section 8.1. Once Pledgee elects the Pledged Equity appropriately to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interestextent permitted by applicable laws. 8.3 After Pledgee issues a Notice 5.2 In the course of Default to Pledgor Pledgee’s disposal of the Pledged Equity as specified in accordance with Section 8.1the preceding section, Pledgee may exercise shall have the right to take any remedy measure under applicable PRC lawsactions permitted by law to realize any of its rights hereunder. 5.3 As requested by Pledgee, the Transaction Documents Pledgors shall assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to debt and this Agreement, including but not limited pledge. 5.4 All amounts received due to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not be liable for any loss incurred by its duly Pledgee’s exercise of its pledge shall be used in the following order of priority subject to the other provisions hereof: 5.4.1 First, such rights and powers. 8.4 The proceeds from exercise of the Pledge by Pledgee amounts shall be used to pay for tax all taxes and expenses costs incurred as result by Pledgee because of disposing its exercise of the Equity Interest and pledge and/or other rights hereunder; 5.4.2 Second, such amounts shall be used by Pledgee to perform Contract Obligations and pay discharge the Secured Indebtedness Debt according to law; 5.4.3 If there is any balance after the Pledgee prior and in preference to any other payment. After the payment discharge of the aforementioned amountsSecured Debt, the remaining such balance shall be returned paid to Pledgor Pledgors or any other person anyone who have rights is entitled to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or any other person designated by Pledgee(without interest). 8.5 Pledgee may exercise any remedy measure available simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first. 8.6 Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise. 8.7 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.