EXHIBIT 10.31


 


Form of Equity Interest Pledge Agreement


 


This Equity Interest Pledge Agreement (this
“Agreement”) has been executed by and among the following parties on December 28, 2014 in Shenzhen, the People’s
Republic of China (“China” or the “PRC”):


 


	Party A:	The Future Leading  Education (Shenzhen) Co., Ltd.(hereafter,
    “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address
    at Room 201, Block A, No. 1 Qianwan Road 1, Shenzhen-Hong Kong Cooperation Zone, Qianhai, Shenzhen;




 


	Party B:	[  ] (hereafter, “Pledgor”), a Chinese citizen with Chinese Identification No.: [ ]; and




 


	Party C:	Shenzhen Asia-Pacific Future Education Technology Development Co., Ltd., with its address at Room 2405B, Floor 4, Building 2,
Meilinduoli Industrial Zone, Meihua Road, Futian District, Shenzhen




 


In this Agreement, each of Pledgee, Pledgor
and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.


 


Whereas:


 


		1.	Pledgor is a citizen of China who as of the date hereof holds [ %] of equity interests of Party
C, representing RMB500,000 in the registered capital of Party C. Party C is a limited liability company registered in Shenzhen,
China, engaging in the business of online education. Party C acknowledges the respective rights and obligations of Pledgor and
Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;



 


		2.	Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C which is
partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement (as defined below) in Shenzhen; Party C, Pledgee
and Pledgor have executed an Exclusive Option Agreement (as defined below); Pledgor has executed a Power of Attorney (as defined
below) in favor of Pledgee;



 


		3.	To ensure that Party C and Pledgor fully perform their obligations under the Exclusive Business
Cooperation Agreement, the Exclusive Option Agreement and the Power of Attorney, Pledgor hereby pledges to the Pledgee all of the
equity interest that Pledgor holds in Party C as security for Party C’s and Pledgor’s obligations under the Exclusive
Business Cooperation Agreement, the Exclusive Option Agreement and the Power of Attorney.
	 	 	 
	 	 	To perform the provisions of the Transaction Documents
(as defined below), the Parties have mutually agreed to execute this Agreement upon the following terms.



 


 


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		1.	Definitions
	 	 	 
	 	 	Unless otherwise provided herein, the terms below
shall have the following meanings:



 


		1.1	Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Section
2 of this Agreement, i.e., the right of Pledgee to be 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.



 


		1.2	Equity Interest: shall refer to 5% equity interests in Party C currently held by Pledgor, representing
RMB500,000 in the registered capital of Party C, and all of the equity interest hereafter acquired by Pledgor in Party C.



 


		1.3	Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement.



 


		1.4	Transaction Documents: shall refer to the Exclusive Business Cooperation Agreement executed by
and between Party C and Pledgee on December 28, 2014 (the “Exclusive Business Cooperation Agreement”), the Exclusive
Option Agreement executed by and among Party C, Pledgee and Pledgor on December 28, 2014 (the “Exclusive Option Agreement”),
Power of Attorney executed on December 28, 2014 by Pledgor (the “Power of Attorney”) and any modification, amendment
and restatement to the aforementioned documents.



 


		1.5	Contract Obligations: shall refer to all the obligations of Pledgor under the Exclusive Option
Agreement, the Power of Attorney and this Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement,
the Exclusive Option Agreement and this Agreement.



 


		1.6	Secured Indebtedness: shall refer to all the direct, indirect and derivative losses and losses
of anticipated profits, suffered by Pledgee, incurred as a result of any Event of Default. The amount of such loss shall be calculated
in accordance with the reasonable business plan and profit forecast of Pledgee, the consulting and service fees payable to Pledgee
under the Exclusive Business Cooperation Agreement, all expenses occurred in connection with enforcement by Pledgee of Pledgor’s
and/or Party C’s Contract Obligations and etc.



 


		1.7	Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement.



 


		1.8	Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement
declaring an Event of Default.



 


		2.	Pledge



 


		2.1	Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations
and payment of the Secured Indebtedness under this Agreement. Party C hereby assents that Pledgor pledges the Equity Interest to
the Pledgee pursuant to this Agreement.



 


 


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		2.2	During the term of the Pledge, Pledgee is entitled to receive dividends distributed on the Equity
Interest. Pledgor may receive dividends distributed on the Equity Interest only with prior written consent of Pledgee. Dividends
received by Pledgor on Equity Interest after deduction of individual income tax paid by Pledgor shall be, as required by Pledgee,
(1) deposited into an account designated and supervised by Pledgee and used to secure the Contract Obligations and pay the Secured
Indebtedness prior and in preference to make any other payment; or (2) unconditionally donated to Pledgee or any other person designated
by Pledgee to the extent permitted under applicable PRC laws.



 


		2.3	Pledgor may subscribe for capital increase in Party C only with prior written consent of Pledgee.
Any equity interest obtained by Pledgor as a result of Pledgor’s subscription of the increased registered capital of the
Company shall also be deemed as Equity Interest.



 


		2.4	In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed
to Pledgor upon Party C’s dissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account
designate and supervised by Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference
to make any other payment; or (2) unconditionally donated to Pledgee or any other person designated by Pledgee to the extent permitted
under applicable PRC laws.



 


		3.	Term of Pledge



 


		3.1	The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
herein is registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall remain effective
until all Contract Obligations have been fully performed and all Secured Indebtedness have been fully paid. Pledgor and Party C
shall (1) register the Pledge in the shareholders’ register of Party C within 3 business days following the execution of
this Agreement, and (2) submit an application to the AIC for the registration of the Pledge of the Equity Interest contemplated
herein within 30 business days following the execution of this Agreement. The parties covenant that for the purpose of registration
of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest
pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge
hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the parties shall be bound
by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures,
as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered
with the AIC as soon as possible after submission for filing.



 


 


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		3.2	During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligations
or pay Secured Indebtedness, Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the
provisions of this Agreement.



 


		4.	Custody of Records for Equity Interest subject to Pledge



 


		4.1	During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s
custody the capital contribution certificate for the Equity Interest and the shareholders’ register containing the Pledge
within one week from the execution of this Agreement. Pledgee shall have custody of such documents during the entire Term of Pledge
set forth in this Agreement.



 


		5.	Representations and Warranties of Pledgor and Party C
	 	 	 
	 	 	As of the execution date of this Agreement, Pledgor
and Party C hereby jointly and severally represent and warrant to Pledgee that:



 


		5.1	Pledgor is the sole legal and beneficial owner of the Equity Interest.



 


		5.2	Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with
the provisions set forth in this Agreement.



 


		5.3	Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the
Equity Interest.



 


		5.4	Pledgor and Party C have obtained any and all approvals and consents from applicable government
authorities and third parties (if required) for execution, delivery and performance of this Agreement.



 


		5.5	The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC
laws; (ii) conflict with Party C’s articles of association or other constitutional documents; (iii) result in any breach
of or constitute any default under any contract or instrument to which it is a party or by which it is otherwise bound; (iv) result
in any violation of any condition for the grant and/or maintenance of any permit or approval granted to any Party; or (v) cause
any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions.



 


		6.	Covenants of Pledgor and Party C



 


		6.1	During the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant to
the Pledgee:



 


		6.1.1	Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest
or other encumbrance on the Equity Interest or any portion thereof, without the prior written consent of Pledgee, except for the
performance of the Transaction Documents;



 


 


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		6.1.2	Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to
the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or prepared by relevant
competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall
comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned
matters upon Pledgee’s reasonable request or upon consent of Pledgee;



 


		6.1.3	Pledgor and Party C shall promptly notify Pledgee of any event or notice received by Pledgor that
may have an impact on the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have
an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.



 


		6.1.4	Party C shall complete the registration procedures for extension of the term of operation within
three (3) months prior to the expiration of such term to maintain the validity of this Agreement.



 


		6.2	Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect
to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through
any legal proceedings.



 


		6.3	To protect or perfect the security interest granted by this Agreement for the Contract Obligations
and Secured Indebtedness, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in
the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform
and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise
by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership
of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee
within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.



 


		6.4	Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations
and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations
and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.



 


		7.	Event of Breach



 


		7.1	The following circumstances shall be deemed Event of Default:



 


		7.1.1	Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement.



 


 


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		7.1.2	Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement.



 


		7.1.3	Any of Pledgor’s own loans, guarantees, indemnifications, promises or other debt liabilities
exceeding RMB 300,000 to any third party or parties (1) becoming subject to a demand of early repayment or performance due to the
default of Pledgor; or (2) becoming due but are not capable of being repaid or performed in a timely manner, which lead Pledgee
to reasonably believe that that Pledgor’s ability to perform its obligations under this Agreement has been affected;



 


		7.1.4	Pledgor’s unable to pay his debt exceeding RMB 300,000 that cause Pledgee to reasonably believe
that the Pledgor’s ability to perform its obligations under this Agreement has been affected;



 


		7.1.5	The applicable laws rendering this Agreement illegal or rendering the Pledgor not to continue to
perform its obligations under this Agreement;



 


		7.1.6	Any approval, license, permit or authorization of government agencies to legalize or give effective
to this Agreement, being withdrawn, terminated, invalidated or substantively revised;



 


		7.1.7	Any material adverse changes to Pledgor’s properties, which cause Pledgee to reasonably believe
that Pledgor’s ability to perform its obligations under the Agreement has been adversely affected;



 


		7.1.8	Party C’s successor or custodian partially performing or refusing to perform the payment
obligation under the Exclusive Business Cooperation Agreement; and



 


		7.1.9	The applicable laws prohibiting the Pledgor’s exercise of Pledge under this Agreement.



 


		7.2	Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned
circumstances described in Section 7.1, Pledgor and Party C shall immediately notify Pledgee in writing accordingly.



 


		7.3	Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s
satisfaction within twenty (20) days after the Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification
of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor
to immediately exercise the Pledge in accordance with the provisions of Section 8 of this Agreement.



 


		8.	Exercise of Pledge



 


		8.1	Pledgee shall issue a written Notice of Default to Pledgor when it exercises the Pledge.



 


 


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		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.



 


		9.	Breach of Agreement



 


		9.1	If Pledgor or Party C conducts any material breach of any term of this Agreement, Pledgee shall
have right to terminate this Agreement and/or require Pledgor or Party C to indemnify all damages; this Section 9 shall not prejudice
any other rights of Pledgee herein;



 


		9.2	Pledgor or Party C shall not have any right to terminate this Agreement in any event unless otherwise
required by applicable laws.



 


 


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		10.	Assignment



 


		10.1	Without Pledgee’s prior written consent, Pledgor and Party C shall not have the right to
assign or delegate their rights and obligations under this Agreement.



 


		10.2	This Agreement shall be binding on Pledgor and his/her successors and permitted assigns, and shall
be valid with respect to Pledgee and each of his/her successors and assigns.



 


		10.3	At any time, Pledgee may assign any and all of its rights and obligations under the Transaction
Documents and this Agreement to its designee(s), in which case the assigns shall have the rights and obligations of Pledgee under
the Transaction Documents and this Agreement, as if it were the original party to the Transaction Documents and this Agreement.



 


		10.4	In the event of change of Pledgee due to assignment, Pledgor and/or Party C shall, at the request
of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register
the same with the relevant AIC.



 


		10.5	Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts
jointly or separately executed by the Parties hereto or any of them, including the Transaction Documents, perform the obligations
hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any
remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance
with the written instructions of Pledgee.



 


		11.	Termination



 


		11.1	Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness
by Pledgor and Party C, Pledgee shall release the Pledge under this Agreement upon Pledgor’s request as soon as reasonably
practicable and shall assist Pledgor to de-register the Pledge from the shareholders’ register of Party C and with relevant
PRC local administration for industry and commerce.



 


		11.2	The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration
or termination of this Agreement.



 


		12.	Handling Fees and Other Expenses
	 	 	 
	 	 	All fees and out of pocket expenses relating to this
Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne
by Party C.



 


 


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		13.	Confidentiality
	 	 	 
	 	 	The Parties acknowledge that the existence and the
terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and
performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential
information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information
to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving
Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations,
rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any
Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder,
provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality
obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director,
employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such
Party shall be held liable for breach of this Agreement.



 





		14.	Governing Law and Resolution of Disputes



 


		14.1	The execution, effectiveness, construction, performance, amendment and termination of this Agreement
and the resolution of disputes hereunder shall be governed by the laws of China.



 


		14.2	In the event of any dispute with respect to the construction and performance of this Agreement,
the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement
on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations,
either Party may submit the relevant dispute to the South China International Economic and Trade Arbitration Commission for arbitration,
in accordance with its arbitration rules. The arbitration shall be conducted in Shenzhen. The arbitration award shall be final
and binding on all Parties.



 


		14.3	Upon the occurrence of any disputes arising from the construction and performance of this Agreement
or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue
to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.



 


		15.	Notices



 


		15.1	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which
notices shall be deemed to have been effectively given shall be determined as follows:



 


 


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		15.2	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.



 


		15.3	Notices given by facsimile transmission shall be deemed effectively given on the date of successful
transmission (as evidenced by an automatically generated confirmation of transmission).



 


		15.4	For the purpose of notices, the addresses of the Parties are as follows:



 


	 	Party A:	The Future Leading
Education (Shenzhen) Co., Ltd.
	 	 	 
		Address:	Room 201, Block A, No. 1 Qianwan Road 1, Shenzhen-Hong

Kong Cooperation Zone, Qianhai, Shenzhen
	 	 	 
	 	Attn:	 
	 	 	 
	 	Phone:	 
	 	 	 
	 	Facsimile:	 
	 	 	 
	 	Party B:	[__________]
	 	 	 
	 	Address:	Room 804, Block 5, No. 54 East 3rd Ring South Road, 

Chaoyang District, Beijing
	 	 	 
	 	Phone:	 
	 	 	 
	 	Facsimile:	 
	 	 	 
	 	Party C:	Shenzhen
Asia-Pacific Future Education Technology Development Co., Ltd.
	 	 	 
	 	Address:	Room 2405B, Floor 4, Building 2, Meilinduoli Industrial Zone, 

Meihua Road, Futian District, Shenzhen
	 	 	 
	 	Attn:	 
	 	 	 
	 	Phone:	 
	 	 	 
	 	Facsimile:	 



 


 


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		15.5	Any Party may at any time change its address for notices by a notice delivered to the other Parties
in accordance with the terms hereof.



 


		16.	Severability
	 	 	 
	 	 	In the event that one or several of the provisions
of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the
validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect.
The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that
accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective
provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.



 


		17.	Attachments
	 	 	 
	 	 	The attachments set forth herein shall be
an integral part of this Agreement.



 


		18.	Effectiveness
	 	 	 






		18.1	This Agreement shall become effective upon execution by the Parties.



 


		18.2	Any amendments, changes and supplements to this Agreement shall be in writing and shall become
effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals
of the Parties.



 


		19.	Language and Counterparts
	 	 	 
	 	 	This Agreement is written in Chinese and English in
four copies. Pledgor, Pledgee and Party C shall hold one copy respectively and the other copy shall be used for registration. The
Chinese version and English version shall have equal legal validity (In the event that the Parties have any different interpretations
about the Agreement, the Chinese version shall prevail).



 


 


 


 


 


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IN WITNESS WHEREOF, the Parties have caused
their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.


 


Party A: The Future Leading  Education
(Shenzhen) Co., Ltd.


 


By:                                                      

Name:

Title


 


 


 


Party B: [                                    ]


 


By:                                                      

Name:

Title


 


 


 


Party C: Shenzhen Asia-Pacific Future Education Technology
Development Co., Ltd


 


By:                                                      

Name:

Title


 


 


 


Attachments:


 


		1.	Shareholders’ Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Exclusive Business Cooperation Agreement.



 


		4.	Exclusive Option Agreement



 


		5.	Power of Attorney





 


 


 


 


 


 


 


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