Supplementary Agreement to the Share Purchase Agreement on PARTICLE INC.

(A)

PHOENIX NEW MEDIA LIMITED (the "Phoenix" or "Transferor"), an exempted company legally established and validly existing under the laws of the Cayman Islands with its registered address at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, ▇▇▇▇▇▇▇▇ Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands; and

(B)

Run ▇▇▇▇▇ ▇▇▇ Management Limited (the "Transferee"), a company legally established and validly existing under the laws of Hong Kong with its registered address at ▇▇▇▇ ▇ ▇▇/▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇ Road, Kowloon Bay, KL, HK.

(A)

Phoenix and the Transferee signed the Share Purchase Agreement on Particle Inc.(the "Company" or "Yidian Cayman") (the "Share Purchase Agreement") on March 22, 2019. According to the Share Purchase Agreement, (i) the Transferor intends to sell part of the shares of the Company held by it (i.e. representing 32% of the Company's shares, corresponding to 199,866,509 preferred shares of the Company, including 27,639,580 Series B Preferred Shares and 172,226,929 Series C Preferred Shares, the “Overseas Target Shares”) to the Transferee, and (ii) the Transferor designates the Domestic Transferor to sell the 37.169% of equities of Beijing Yidian Wangju Technology Co., Ltd.(representing a registered capital of RMB 3.719167 million, the "Domestic Target Shares") held by the Transferor as a shareholder to the Transferee's Designated Party.

(B)

The Parties intend to enter into this Agreement on the payment arrangement for the purchase price of the Overseas Target Shares and other matters, and exercise and perform their respective rights and obligations in accordance with the provisions of this Agreement.

1

4.1

The Parties agree to make the following arrangements for the payment of the purchase price of the Overseas Target Shares and other matters:

(I)

Phase I Consideration and Deposit of Remaining Price.

(1)

On or before August 10, 2019, the Transferee or its Designated Party (including one or more designated parties, collectively referred to as "Designated Party" in this Agreement) shall pay the Transferor US$ 100,000,000 (the "Phase I Consideration"). The Transferor shall provide a designated bank account to the Transferee before the date of this Agreement. The specific schedule for the payment of the Phase I Consideration is as follows: (i) no later than July 23, 2019 after the execution of this Agreement, the Transferee or its Designated Party shall pay US$ 20,000,000 (the "First Phase I Consideration") to the Transferor ; (ii) on or before July 30, 2019, the Transferee or its Designated Party shall pay  US$ 20,000,000 to the Transferor; and  (iii) on or before August 10, 2019, the Transferee or its Designated Party shall pay  US$ 60,000,000 to the Transferor.

(2)

Since this Agreement and the transactions hereunder shall be subject to the approval by the shareholders' meeting of Phoenix TV, if the shareholders' meeting of Phoenix TV approves this Agreement and the matters hereunder after deliberation (subject to Phoenix TV's announcement), the Transferee or its Designated Party shall provide the Transferor with a deposit of US$ 50 million for the Remaining Price (the "Deposit of Remaining Price") within two working days after Phoenix TV announces the voting result of its shareholders' meeting, and the Transferee or its Designated Party shall provide the Transferor with a bank remittance

voucher within the aforesaid time limit. The Deposit of Remaining Price and the Interest on Deposit of Remaining Price (“Interest on Deposit of Remaining Price” means the interest calculated in accordance with Article 10.4 of the Share Purchase Agreement with respect to the Deposit of Remaining Price for the period from the date when the Transferor receives the Deposit of Remaining Price to the date of payment of the Remaining Price, the "Interest on Deposit of Remaining Price") shall be set off as part of the price paid by the transferee on the Phase II Closing Date. If this Agreement and the matters hereunder fail to obtain the approval of the shareholders' meeting of Phoenix TV after deliberation, the above paid Phase I Consideration and the interest generated in the Transferor's bank account (such interest is calculated according to Article 10.4 of the Share Purchase Agreement) shall be returned to the Transferee or its Designated Party in full within two working days from the date when the shareholders' meeting of Phoenix TV disapproves this Agreement and the matters hereunder after deliberation. The Transferee or its Designated Party shall provide a designated bank account in advance and the Transferor shall provide a bank remittance voucher to the Transferee or its Designated Party within the aforesaid time limit. At that time, the Parties shall continue to negotiate on the disapproval of the shareholders' meeting of Phoenix TV after deliberation. If the negotiation fails, the Parties shall continue to perform their respective obligations according to the provisions of Article 2.3 (Closing of the Overseas Target Shares) of the Share Purchase Agreement.

(II)

Phase I Closing. On the premise that the shareholders' meeting of Phoenix TV approves this Agreement and the matters hereunder after deliberation, the Transferor and the Transferee shall complete the closing (the “Phase I Closing”; the date when the Phase I Closing is made shall be referred to as “Phase I Closing Date”) of the Overseas Target Shares corresponding to the Phase I Consideration plus the deposit (the "First Amount Received by the Transferor") by e-mail confirmation within five (5) working days after the Transferee or its Designated Party pays the Transferor all the Phase I Consideration and the Deposit of Remaining Price. The number of shares corresponding to the Phase I Closing is as follows: 27,639,580 Series B Preferred Shares and 67,163,172 Series C Preferred Shares (the "Shares for Phase I Closing"). The Parties shall use their commercially reasonable efforts to cooperate with the Company in providing the Transferee with a share certificate stating the number of the Shares for Phase I Closing and an updated Register of Shareholders of the Company (original or scanned) within 10 working days after the Phase I Closing Date. The Transferor shall cause the Domestic Transferor to sign a relevant domestic equity transfer agreement according to the provisions of Article 2.5 of the Share Purchase Agreement within a reasonable time limit notified in writing by the Transferee, transferring a corresponding proportion of the Domestic Target Shares to the Transferee's Designated Party, if the Transferee requests so in writing.

(III)

Remaining Price. Before August 10, 2020 or within other time limit agreed by

the Transferor and the Transferee (the "Latest Closing Date"), the Transferee or its Designated Party shall pay by telegraphic transfer to the Transferor's account the Remaining Price (the "Remaining Price"; the Remaining Price is equal to US$ 448 million minus the Phase I Consideration, the deposit, the Interest on Deposit, the Deposit of Remaining Price, and the Interest on Deposit of Remaining Price. “Interest on Deposit” means the interest calculated with respect to the deposit according to Article 10.4 of the Share Purchase Agreement for the period from the date when the Transferor receives the deposit to August 10, 2019, with a specific amount of US$ 714,413 (the "Interest on Deposit ")).

(IV)

Phase II Closing. The Transferor and the Transferee shall complete the closing of the remaining Overseas Target Shares by e-mail confirmation within five (5) working days after the Transferee or its Designated Party pays all the Remaining Price (the "Phase II Closing"; the date when the Phase II Closing is made shall be referred to as "Phase II Closing Date"). The Overseas Target Shares corresponding to the Phase II Closing (the "Shares for Phase II Closing") are the total number of closed shares minus the number of the Shares for Phase I Closing. The Parties shall use their commercially reasonable efforts to cooperate with the Company in providing the Transferee with a share certificate stating the number of the Shares for Phase II Closing and a updated Register of Shareholders of the Company (original or scanned) within 10 working days after the Phase II Closing Date. The remaining Domestic Target Shares shall be handled according to the provisions of the Share Purchase Agreement. The resignation of the two directors appointed by the Transferor and the appointment of the two directors of the Transferee shall be determined in accordance with the Share Purchase Agreement. For the avoidance of doubt, the Transferee shall have the right to appoint two new directors in accordance with the Share Purchase Agreement only after both the Phase I Closing and the Phase II Closing are completed.

(V)

Transferee's Liabilities for Breach of Contract.

(VI)

Transferor's Liabilities for Breach of Contract. If (i) the Transferor fails to refund the Phase I Consideration and the interest in accordance with the provisions Article 4.1(I)(2) of this Agreement, or (ii) the Parties fail to complete the closing of the Overseas Target Shares in accordance with provisions of Articles 4.1(II) and 4.1(IV) of this Agreement due to the Transferor's failure to confirm the closing and timely notify and cooperate with the Company in handling the procedures for updating the Company's Register of Shareholders in accordance with the provisions of Articles 4.1(II) and 4.1(IV) of this Agreement,  or (iii) the shareholders' meeting of Phoenix TV disapproves this Agreement and the matters hereunder after deliberation for reasons which the Transferor or its affiliate can control, or (iv) the Transferor fails to perform the obligations related to the authorization arrangement according to the provisions of Article 5 of this Agreement, which constitutes a major breach of the Transferor, the Transferee shall have the right to terminate the Share Purchase Agreement, this Agreement and this Transaction immediately without limiting other obligations of the Transferor under this Agreement and the applicable law, and the Transferor shall bear the following compensation liabilities to the Transferee: (a) returning the Phase I Consideration, the Remaining Price, the deposit and the Deposit of Remaining Price  paid by the Transferee or its Designated Party as well as the Interest on Deposit, and the  Interest on Deposit of Remaining Price , and (b) the liquidated damages calculated at an annualized simple interest of 15% with respect to the amount paid by the Transferee until the date of actual payment or actual performance, and (c) the liquidated damages equivalent to the Deposit of Remaining Price of US$ 50 million. At the same time, if the Parties fail to complete the Phase II Closing in accordance with provisions of Article 4.1(IV) of this Agreement due to the Transferor's failure to confirm the closing and timely notify and cooperate with the Company in handling the procedures for updating the Company's Register of Shareholders in accordance with the provisions of Article 4.1(IV) of this Agreement, the Transferor shall irrevocably grant the Transferee all the shareholder’s rights corresponding to the Shares for Phase II Closing in the form of Annex 2 (Power of Attorney), except for economic rights, until the date when the Phase II Closing is actually completed and the Company completes the change of the corresponding Register of Shareholders. If the above agreed compensation for breach of contract is not sufficient to make up for the losses suffered by the Transferee due to the breach of the Transferor, the Transferor shall make full compensation to the Transferee.

6.1

Each Party hereby represents and warrants to the other Parties as follows:

6.1.1.

It is a company duly incorporated and validly existing under the law of the place where it is incorporated or established, and has full right, power and ability to sign this Agreement and fully perform its obligations and responsibilities hereunder.

6.1.2.

Its execution, delivery and performance of this Agreement are within its power, authorization and capacity, and have obtained all necessary company actions for approval. After it signs and delivers this Agreement, this Agreement will constitute its legal, effective and binding obligation and can be enforced against it according to the terms of this Agreement.

7.1

This Agreement shall be formed after the Parties affix their signature hereon and take effect after the Transferor receives the First Phase I Consideration paid by the Transferee. This Agreement shall constitute an integral part of and have the same legal effect as the Share Purchase Agreement. Matters not covered herein shall be subject to the provisions of the Share Purchase Agreement (including but not limited to Article 8 (Termination) and Article 10.2 (Confidentiality)). In case of any inconsistency between the Share Purchase Agreement and this Agreement, this Agreement shall prevail.

7.2

The Parties agree that this Agreement may be terminated upon the unanimous written consent of the Parties.

7.3

If this Agreement is terminated, this Agreement shall become null and void, however, the validity of any terms which will take effect or shall continue to be valid at or after the occurrence of such termination as expressly specified in this Agreement or in accordance with presumption shall not be affected thereby, nor shall the liabilities arising from the breach of either Party before the rescission or termination of this Agreement be affected thereby.

8.1

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, excluding its conflict of laws rules.

8.2

Any dispute, controversy or claim arising from or in connection with this Agreement, including the validity, invalidity, breach or termination of this Agreement, shall be submitted to Hong Kong International Arbitration Centre to be arbitrated in Hong Kong in accordance with the HKIAC Administered Arbitration Rules in effect at the time of submission of the notice of arbitration. The number of arbitrators shall be three. One arbitrator shall be selected by the current disputing party, one arbitrator shall be selected by the other disputing party, and the third arbitrator shall be selected by the above two arbitrators. The arbitration proceedings shall be conducted in Chinese. Any arbitration award shall be final and enforceable by any court with jurisdiction. The arbitration award shall stipulate the bearing of the arbitration fees. The Parties shall properly and punctually perform their respective obligations hereunder until the arbitration award is made. Notwithstanding the other provisions of this Agreement, this Article 8.2 shall not exclude the right of either Party to seek specific performance, injunctive relief and/or temporary relief from the competent court in order to provide assistance in arbitration or when the arbitration tribunal has not been established or the arbitration tribunal has not made a decision on the dispute, controversy or claim.

9.1

This Agreement is written in Chinese.

9.2

The Parties agree that any amendment, addition, supplement or deletion to and of this Agreement shall not be valid unless signed by the Parties in writing.

9.3

This Agreement may be signed by the Parties in any number of counterparts and on separate counterparts, each of which when so executed shall be deemed an original but all of which shall constitute one and the same instrument.

9.4

The headings in this Agreement are for reference only and do not constitute a part of this Agreement, and shall not affect the construction and interpretation of this Agreement.