**Equity Pledge Agreement**This **Equity Pledge Agreement**(hereinafter this “**Agreement**”) is entered into in Shanghai, thePeople’s Republic of China (hereinafter “**PRC**”) as of January 6, 2011 by and among thefollowing Parties:(1) **Han Junping**, a PRC citizen with his identity card number:                      and hisdomicile address at                                         ; (2) **Xiong Wei,**a PRC citizen with his identity card number:                      and hisdomicile address at                                         ;(Han Junping and Xiong Wei are hereinafter referred individual and collectively to as the“**Pledgor(s)**”)(3) **The9 Computer Technology Consulting (Shanghai) Co., Ltd.**, a companywith limited liability incorporated in Shanghai, the PRC with itsregistered address at Room 103, Building 3, No. 690 Bibo Road,Zhangjiang Hi-Tech Park, Shanghai, PRC (hereinafter the “**Pledgee**”).(In this Agreement, all parties mentioned above are referred to individually as a “**Party**” andcollectively as the “**Parties**”)WHEREAS:(1) The Pledgors are the shareholders of Shanghai Huopu Cloud ComputingTerminal Technology Co., Ltd. (a company with limited liabilityestablished and validly existing under the PRC Law, hereinafter the“**Company**”) whose names appear on the register of members of theCompany, legally holding all equity interests of the Company(hereinafter the “**Company’s Equity**”), and the capital contribution andequity ratio of the Pledgors in the registered capital of the Companyas of the date of this Agreement is set out in Appendix I hereto.(2) The Parties hereto entered into the Exclusive Call Option Agreementdated December 13, 2010 (hereinafter the “**Call Option Agreement**”),pursuant to which the Pledgors shall, to the extent permitted by thePRC Law, transfer at the request of the Pledgee all or part of theirrespective equity interests in the Company to the Pledgee and/or anyother entities or persons designated by it.(3) The Parties hereto entered into the Shareholder Voting ProxyAgreement dated December 13, 2010 (hereinafter the “**Voting Right ProxyAgreement**”), pursuant to which the Pledgors shall irrevocably entrustany person then designated by the Pledgee with full power to exerciseon their behalf all of their shareholders’ voting rights in theCompany.
 
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(4) Pursuant to the Loan Agreement dated December 13, 2010 between thePledgee and the Pledgors (hereinafter the “**Loan Agreement**”), thePledgee has already provided the Pledgors with a loan totaling FiftyMillion Renminbi (RMB50,000,000), which shall be repaid, in the solediscretion of the Pledgee, by the Pledgors immediately when thePledgee makes a repayment request to the Pledgors in writing. (5) As the guarantee by the Pledgors for the performance of theirContractual Obligations (as defined below) and repayment of theirGuaranteed Liabilities (as defined below), the Pledgors agree topledge all of the Company’s Equity owned by them to the Pledgee, andgrants herewith to the Pledgee the right of first priority in thepledge.Therefore, the Parties have reached the following agreement upon mutual consultations:**Article 1 — Definition**1.1 Except as otherwise construed in the context, the following terms inthis Agreement shall be interpreted to have the following meanings:“**Contractual Obligations**” shall mean all contractual obligations of the Pledgors under thisAgreement, the Loan Agreement, Call Option Agreement and Voting Proxy Agreement; allcontractual obligations of the Company under Voting Proxy Agreement.“**Guaranteed Liabilities**” shall mean all direct, indirect and derivative losses and loss offoreseeable profits suffered by the Pledgee due to any Event of Default (as defined below) of thePledgors and/or the Company, the amount of which shall be determined by the Pledgee in its absolutesole discretion and by which the Pledgors shall be fully bound; and all costs incurred by thePledgee for its enforcement of the Contractual Obligations of the Pledgors.“**Transaction Agreements**” shall mean the Loan Agreement, Call Option Agreement and VotingProxy Agreement.“**Event of Default**” shall mean any breach by the Pledgors of their Contractual Obligations under theLoan Agreement, Call Option Agreement, Voting  Proxy Agreement and/or this Agreement, and anybreach by the Company of its Contractual Obligations under the Voting  Proxy Agreement.“**Pledged Property**” shall mean all of the Company’s Equity legally owned by the Pledgors when thisAgreement becomes effective and which will be pledged to the Pledgee according to the provisionshereof as the guarantee for the performance by the Pledgors and the Company of their ContractualObligations (please see Appendix I hereto for the specific equity pledged by the Pledgors), and theincreased capital contributions and dividends described under Articles 2.6 and 2.7 hereof.
 
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“**PRC Law**” shall mean the laws, administrative regulations, administrative rules, local regulations,judicial interpretations and other binding regulatory documents of the People’s Republic of Chinathen in effect.1.2 Any reference to the PRC Law herein shall be deemed (1) to include thereferences to the amendments, changes, supplements and reenactments ofsuch law, irrespective of whether they take effect before or after theformation of this Agreement; and (2) to include the references toother decisions, notices and regulations enacted in accordancetherewith or effective as a result thereof.1.3 Except as otherwise stated in the context herein, all references to anarticle, clause, item or paragraph shall refer to the relevant part ofthis Agreement.**Article 2 — Equity Pledge**2.1 The Pledgors hereby agree to pledge the Pledged Property which theylegally own and have the right to dispose of to the Pledgee accordingto the provisions hereof as the guarantee for the performance of theirContractual Obligations and repayment of their Guaranteed Liabilities.2.2 The Pledgors hereby undertake that they will be responsible for, onthe date hereof, recording the arrangement of the equity pledgehereunder (hereinafter the “**Equity Pledge**”) on the register of membersof the Company. The Parties shall, immediately after the executionhereof, make their best efforts to complete all formalities inrelation to the Equity Pledge with the industrial and commercialregistration authority to which the Company relates as soon aspossible.2.3 During the term of this Agreement, except for the willful materialnegligence of the Pledgee or that such negligence is directly relatedas cause/result to the consequence, the Pledgee shall not be liable inany way to, nor shall the Pledgors have any right to claim in any wayor propose any demands on the Pledgee, in respect of the reduction invalue of the Pledged Property.2.4 Subject to compliance with Article 2.3 above, in case of anypossibility of obvious reduction in value of the Pledged Propertywhich is sufficient to jeopardize the Pledgee’s rights, the Pledgeemay demand the Pledgors to provide corresponding guarantee assupplements. Where the Pledgors fail to do so, the Pledgee may at anytime auction or sell off the Pledged Property on behalf of thePledgors, and discuss with the Pledgors to use the proceeds from suchauction or sale-off as pre-repayment of the Guaranteed Liabilities, ormay submit such proceeds to the local notary institution where thePledgee is domiciled (any costs incurred in relation thereto shall beborne by the Pledgors). 2.5 In case of any Event of Default, the Pledgee shall have the right todispose of the Pledged Property in the manner as set out in Article 4hereof.
 
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2.6 The Pledgors shall increase the capital of the Company unless with theprior consent of the Pledgee. The increased capital contribution ofthe Pledgors in the registered capital of the Company due to thecapital increase made by them shall also be deemed as part of thePledged Property.2.7 The Pledgors shall receive dividends or bonus from the PledgedProperty unless with the prior consent of the Pledgee. Any dividendsreceived by the Pledgors in connection with the Pledged Property shallbe deposited by the Company into the bank account designated by thePledgee, subject to the supervision of the Pledgee and used as thePledged Property to first repay the Guaranteed Liabilities. 2.8 The Pledgors agree that they will be jointly and severally liable tothe Pledgee for any Event of Default of the other Pledgors. Upon theoccurrence of the Event of Default, the Pledgors shall have the rightto dispose of any Pledged Property of any of the Pledgors pursuant tothis Agreement.**Article 3 — Release of Pledge**3.1 After the Pledgors and the Company have fully and completely performedall Contractual Obligations and repaid all Guaranteed Liabilities, thePledgee shall, at the request of the Pledgors, release the EquityPledge hereunder, and shall cooperate with the Pledgors to cancel therecord of the Equity Pledge in the register of members of the Companyand the registration thereof with the industrial and commercialregistration authority to which the Company relates. All reasonablecosts incurred by the release of the pledge shall be borne by thePledgors.**Article 4 — Disposal of the Pledged Property**4.1 The Parties hereby agree that, in case of any Event of Default, thePledgee shall have the right to exercise, upon giving written noticeto the Pledgors, all remedies, rights and powers for breach availableto it under the PRC Law, Transaction Agreements and the terms hereof,including (but not limited to) repayment in priority with proceedsfrom auctions or sale-offs of the Pledged Property. The Pledgee shallnot be liable for any loss arising from its reasonable exercise ofsuch rights and powers. 4.2 The Pledgee shall have the right to designate in writing its legalcounsel or other agents to exercise on its behalf any and all rightsand powers set out above, and the Pledgors shall not oppose thereto.4.3 With regard to the reasonable costs incurred by the Pledgee inconnection with its exercise of any or all of the rights and powersset out above, the Pledgee shall have the right to deduct such costsin exact amount from the proceeds it acquires from the exercise ofsuch rights and powers.
 
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4.4 The proceeds the Pledgee acquires from the exercise of its rights andpowers shall be used in the following order:First, to pay any reasonable cost incurred in connection with the disposal ofthe Pledged Property and the exercise by the Pledgee of its rights and powers(including remuneration paid to its legal counsel and agents);Second, to pay any taxes payable for the disposal of the Pledged Property; andThird, to repay the Guaranteed Liabilities to the Pledgee.In case of any balance after payment of the above amounts, the Pledgee shall return the sameto the Pledgors or other persons entitled thereto according to the relevant laws andregulations, or submit the same to the local notary institution where the Pledgee isdomiciled (any costs incurred in relation thereto shall be borne by the Pledgors).4.5 The Pledgee shall have the option to exercise, simultaneously or incertain sequence, any of the remedies for breach to which it isentitled; the Pledgee shall not be required to exercise other remediesfor breach before its exercise of the right to the auctions orsale-offs of the Pledged Property hereunder.**Article 5 — Costs and Expenses**5.1 All actual expenses in connection with the creation of the EquityPledge hereunder, including (but not limited to) stamp duties, anyother taxes and all legal fees, etc shall be borne by the Pledgors andthe Pledgee, respectively.**Article 6 — Continuity and No Waiver**6.1 The Equity Pledge hereunder is a continuous guarantee, the validity ofwhich shall continue until the full performance of the ContractualObligations or the full repayment of the Guaranteed Liabilities. Noexemption or grace period granted by the Pledgee in respect of anybreach of the Pledgors, nor delay by the Pledgee in exercising any ofits rights under the Transaction Agreements and this Agreement shallaffect the rights of the Pledgee under this Agreement, the relevantPRC Law and the Transaction Agreements, the rights of the Pledgee todemand at any time thereafter the strict performance of theTransaction Agreements and this Agreement by the Pledgors or therights to which the Pledgee may be entitled due to any subsequentbreach by the Pledgors of the Transaction Agreements and/or thisAgreement.**Article 7 — Representations and Warranties**The Pledgors jointly and severally represent and warrant to the Pledgee as follows:7.1 The Pledgors are PRC citizen with full capacity, and have the legalright and capacity to execute this Agreement and to bear legalobligations hereunder.
 
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7.2 All reports, documents and information concerning all issues of thePledgors and as required by this Agreement that are provided by thePledgors to the Pledgee prior to the effective date of this Agreementare true and valid in all material aspects as of the effective datehereof.7.3 All reports, documents and information concerning all issues of thePledgors and as required by this Agreement that are provided by thePledgors to the Pledgee after the effective date of this Agreement aretrue and valid in all material aspects at the time of theirprovisions.7.4 At the time of the effectiveness of this Agreement, the Pledgors arethe sole legal owner of the Pledged Property, with no existing disputewhatever concerning the ownership of the Pledged Property. ThePledgors have the right to dispose of the Pledged Property or any partthereof. 7.5 Except for the encumbrance set on the Pledged Property hereunder andthe rights set under the Transaction Agreements, there is no otherencumbrance or third party interest set on the Pledged Property.7.6 The Pledged Property is capable of being pledged or transferredaccording to the laws, and the Pledgors have the full right and powerto pledge the Pledged Property to the Pledgee according to thisAgreement.7.7 This Agreement constitutes the legal, valid and binding obligations onthe Pledgors when it is duly executed by the Pledgors.7.8 Any consent, permission, waiver or authorization by any third person,or any approval, permission or exemption by any government authority,or any registration or filing formalities (if required by laws) withany government authority to be handled or obtained in respect of theexecution and performance hereof and the Equity Pledge hereunder havealready been handled or obtained, and will be fully effective duringthe term of this Agreement.7.9 The execution and performance by the Pledgors of this Agreement arenot in violation of or conflict with any laws applicable to it, or anyagreement to which it is a party or which has binding effect on itsassets, any court judgment, any arbitration award, or anyadministration authority decision.7.10 The pledge hereunder constitutes the encumbrance of first order inpriority on the Pledged Property.7.11 All taxes and costs payable in connection with acquisition of thePledged Property have already been paid in full by the Pledgors. 7.12 There is no pending or, to the knowledge of the Pledgors, threatenedlitigation, legal proceeding or demand by any court or any arbitraltribunal against the Pledgors, or their property, or the PledgedProperty, nor is there any pending or, to the knowledge of thePledgors, threatened litigation, legal proceeding or demand by anygovernment authority or any administration authority against thePledgors, or their property, or the Pledged Property, which is ofmaterial or detrimental effect on the economic status of the Pledgorsor their capability to perform the obligations hereunder and theGuaranteed Liabilities.
 
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7.13 The Pledgors hereby warrant to the Pledgee that the aboverepresentations and warranties will be true and correct and fullyperformed in all circumstances at any time before the Contractualobligations are fully performed or the Guaranteed Liabilities arefully repaid.**Article 8 — Undertakings by Pledgors**The Pledgors hereby severally and jointly undertake to the Pledgee as follows:8.1 In case that the value of the Pledged Property is detrimentallyaffected due to any cause not attributable to the Pledgee, thePledgors shall, at the request of the Pledgee, provide the Pledgeewith further guarantee in the way and on the terms acceptable to thePledgee so as to supplement or replace the Pledged Property fully.8.2 Without the prior written consent of the Pledgee, the Pledgors shallnot further create or permit the creation of any new pledge or anyother encumbrance on the Pledged Property; any pledge or otherencumbrance on the whole or part of the Pledged Property createdwithout the prior written consent by the Pledgee shall be null andvoid.8.3 Without first giving written notice to the Pledgee and having thePledgee’s prior written consent, the Pledgors shall not transfer thePledged Property, and any attempt by the Pledgors to transfer thePledged Property shall be null and void. The proceeds from anytransfer of the Pledged Property by the Pledgors shall be used torepay to the Pledgee in advance the Guaranteed Liabilities or submitthe same to the third party as agreed with the Pledgee.8.4 In case of any litigation, arbitration or other demand which mayaffect detrimentally the interest of the Pledgors or the Pledgee underthe Transaction Agreements and hereunder or the Pledged Property, thePledgors undertake to notify the Pledgee thereof in writing as soon aspossible and promptly and shall take, at the reasonable request of thePledgee, all necessary measures to ensure the pledged interest of thePledgee in the Pledged Property.8.5 The Pledgors shall not carry on or permit any act or action which mayaffect detrimentally the interest of the Pledgee under the TransactionAgreements and hereunder or the Pledged Property. The Pledgors shallgive up the right of first refusal to which they may be entitled whenthe Pledgee realizes its right to the pledge. 8.6 The Pledgors shall, during the first month of each calendar quarter,provide the Pledgee with the financial statement of the Company forthe preceding calendar quarter, including (but not limited to) itsbalance sheet, profit statement and cash flow statement.
 
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8.7 The Pledgors shall, after the execution hereof, make their best effortand take all necessary means to complete the registration of theEquity Pledge hereunder with the relevant industrial and commercialadministration departments as soon as possible. Moreover, thePledgors guarantee that they shall, at the reasonable request of thePledgee, take all necessary measures and execute all necessarydocuments (including but not limited to supplementary agreementhereof) so as to ensure the pledged interest of Pledgee in the PledgedProperty and the exercise and realization of the rights thereof.8.8 In case of assignment of any Pledged Property as a result of theexercise of the right to the pledge hereunder, the Pledgors guaranteethat they will take all necessary measures to realize such assignment. 8.9 The Pledgors shall ensure that the procedures for conveningshareholders’ meetings and board meetings of the Company for thepurposes of executing this Agreement, creating the pledge andexercising the right thereto, as well as the method of voting andmatters put for voting shall not in violation of laws, administrativeregulations or the articles of association of the Company.**Article 9 — Change of Circumstances**9.1 As supplement and subject to compliance with other terms of theTransaction Agreements and this Agreement, in case that at any timethe promulgation or change of any PRC Law, regulations or rules, orchange in interpretation or application of such laws, regulations andrules, or the change of the relevant registration procedures enablesthe Pledgee to believe that it will be illegal or in conflict withsuch laws, regulations or rules to further maintain the effectivenessof this Agreement and/or dispose of the Pledged Property in the wayprovided herein, the Pledgors shall, at the written direction of thePledgee and in accordance with its reasonable request, promptly takeany action and/or execute any agreement or other document, in orderto: (1) keep this Agreement and the right to the pledge hereunder remain ineffect;  (2) facilitate the disposal of the Pledged Property in the way as providedherein; and/or  (3) maintain or realize the guarantee established or intended to establishhereunder.**Article 10 — Effectiveness and Term of This Agreement**10.1 This Agreement shall become effective upon the satisfaction of all ofthe following conditions: (1) this Agreement is duly executed by each of the Parties; and  (2) the Equity Pledge hereunder has been legally recorded in the registerof members of the Company.
 
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After this Agreement becomes effective, the Pledgors shall, at the request of the Pledgee,provide the registration certificate of the pledge issued by the industrial and commercialadministration departments to the Pledgee in a way that is satisfactory to the Pledgee.10.2 This Agreement shall have its valid term until the full performanceof the Contractual Obligations or the full repayment of theGuaranteed Liabilities.**Article 11 — Notice**11.1 Any notice, request, demand and other correspondences required bythis Agreement or made in accordance with this Agreement shall bedelivered in writing to the relevant Party.11.2 Any such notice or other correspondences shall be deemed to have beendelivered, if sent by facsimile or telex, when it is sent, and ifdelivered in person, when it is delivered, and if sent by post, five(5) days after it was posted.**Article 12 — Miscellaneous**12.1 Without the consent of the Pledgors, the Pledgee may assign itsrights and/or obligations hereunder to any third party after givingnotice to the Pledgors; however, the Pledgors shall not, without thePledgee’s prior written consent, assign their respective rights,obligations and/or liabilities hereunder to any third party. Anysuccessors or permitted assignees (if any) of the Pledgors shallcontinue to perform the obligations of the Pledgors under thisAgreement.12.2 The amount of the Guaranteed Liabilities determined by the Pledgee inits sole discretion at the time when it exercises the right of pledgeto the Pledged Property according to this Agreement shall be theconclusive evidence of the Guaranteed Liabilities hereunder.12.3 This Agreement is executed in Chinese in four (4) original copies,with one (1) original to be retained by each party hereto, and oneoriginal shall be used for the application for registration of theEquity Pledge hereunder with the industrial and commercialregistration authority to which the Company relates.12.4 The formation, validity, execution, amendment, interpretation andtermination of this Agreement shall be governed by the PRC Laws.12.5 Any disputes arising out of and in connection with this Agreementshall be resolved through consultations between the Parties. If theParties cannot reach an agreement regarding such disputes withinthirty (30) days of their occurrence, such disputes shall besubmitted to China International Economic and Trade ArbitrationCommission, Shanghai Branch, for arbitration in Shanghai inaccordance with the arbitration rules of such Commission, and thearbitration award shall be final and binding on the Parties.
 
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12.6 None of the rights, powers and remedies granted to the Parties by anyprovisions herein shall preclude any other rights, powers andremedies available to such Parties at law and under the otherprovisions of this Agreement, nor shall the exercise by a party ofits rights, powers and remedies preclude any exercise by such partyof its other rights, powers and remedies.12.7 No failure or delay by a Party in exercising any of its rights,powers and remedies hereunder or in accordance with laws (hereinafterthe “**Party’s Rights**”) shall result in a waiver thereof, nor shall thewaiver of any single or partial exercise of the Party’s Rights shallpreclude such Party from exercising such rights in any other way andexercising the other Party’s Rights.12.8 The headings of the provisions herein are for reference only, and inno circumstances shall such headings be used for or affect theinterpretation of the provisions hereof.12.9 Each provision contained herein shall be severable and independentfrom each of other provisions, and if at any time any one or moreprovisions herein become(s) invalid, illegal or unenforceable, thevalidity, legality or enforceability of the remaining provisionsherein shall not be affected as a result thereof.12.10 Any amendments or supplements to this Agreement shall be made inwriting. Except for assignment by the Pledgee of its rightshereunder according to Article 12.1 of this Agreement, theamendments or supplements to this Agreement shall become effectiveonly when duly signed by the Parties to this Agreement. The Partiesshall obtain permission from and/or complete registration or filingformalities with any government authority according to law if anyamendment or supplement to this Agreement so requires.12.11 This Agreement shall be binding on the legal successors of the Parties.12.12 At the time of execution hereof, the Pledgors shall sign a power ofattorney (hereinafter the “**Power of Attorney**”), the format of whichis shown in Appendix II, to authorize any person designated by thePledgee to sign on its behalf according to this Agreement any andall legal documents necessary for the exercise by the Pledgee of itsrights hereunder. Such Power of Attorney shall be delivered to thePledgee for custody and, when necessary, the Pledgee may at any timesubmit the Power of Attorney to the relevant government authority.[The remainder of this page intentionally left blank]
 
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**IN WITNESS HEREOF**, the Parties have caused this Equity Pledge Agreement to be executed as of thedate and in the place first above written.     **Han Junping**       Signature: /s/ Han Junping        **Xiong Wei**       Signature: /s/ Xiong Wei   **The9Computer Technology Consulting (Shanghai) Co., Ltd.***[Chopaffixed]*(Company chop)*[Chop of Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd. affixed]*
 

 
**Appendix I****BasicInformation of Huopu Cloud**   Company Name Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd.Registered Address Room 1F02, Block 14, No. 528, Yanggao North Road, NewPudong District, ShanghaiRegistered Capital RMB50 millionLegal Representative Junping Han        Capital Structure Shareholder’s name Contribution (RMB) Capital Share  Junping Han 30 million 60%  Wei Xiong 20 million 40%  Total 50 million 100%       Financial Year January 1 to December 31  
 
 

 
**Appendix II****Form of the Power of Attorney**I,                     , hereby irrevocably appoint _____, ID no. _____, as myattorney-in-fact to sign all the requisite or ancillary legal documents required for The9 ComputerTechnology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) to exercise its rights under the“Equity Pledge Agreement in relation to Shanghai Huopu Cloud Computing Terminal Technology Co.,Ltd.” entered into between The9 Computer and myself.Signature: