**Shareholder Voting Proxy Agreement**This Shareholder Voting Proxy Agreement (hereinafter this “**Agreement**”) is entered into inShanghai as of December 13, 2010 by and among the following Parties:1. **The9 Computer Technology Consulting (Shanghai) Co., Ltd.**(hereinafter “**The9 Computer**”)Registered address: Room 103, Building 3, No. 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai2. **Shanghai Huopu Cloud Computing Terminal Technology Co., Ltd.**(hereinafter the “**Company**”)Registered address:3. **Han Junping**, identity card number:                     Domicile address:                     4. **Xiong Wei**, identity card number:                     Domicile address:                     (Han Junping and Xiong Wei are hereinafter referred to individually and collectively as the“**Shareholder(s)**”)(In this Agreement, all parties mentioned above are referred to individually as a “**Party**” andcollectively as the “**Parties**”.)WHEREAS:1. The Shareholders are all existing shareholders of the Company, who own 100% equity interestin the Company;2. Each of the Shareholders intends to entrust any individual designated by The9 Computer toexercise his voting rights in the Company, and The9 Computer intends to designate suchindividuals to accept the entrustment.Therefore, the Parties have reached the following agreement upon friendly consultations:**Article 1 Entrustment of Voting Right**1.1 The Shareholders hereby irrevocably undertake that they will, upon execution hereof, sign apower of attorney in substance and form as set out in Appendix I hereto, respectively, toentrust any individuals then designated by The9 Computer (hereinafter the “**Entrusted Persons**”)to exercise, on behalf of each of the Shareholders, the following rights to which theShareholders are entitled in their capacity of the Company’s shareholders under the articlesof association of the Company then in effect (collectively the “**Entrusted Rights**”): (1) to propose to convene and attend Shareholders’ meetings of the Company as theproxy of each of the Shareholders according to the articles of association of theCompany;
 
 

 
 (2) to exercise, on behalf of each of the Shareholders, his voting rights on allmatters requiring discussion or resolutions of the Shareholders’ meeting of theCompany, including without limitation, the designation and election of the Company’sdirectors and general manager, and other senior management that shall be appointed andremoved by the Shareholders; (3) to exercise other voting rights to which the Shareholders are entitled underthe laws and regulations of the PRC (including any amendment, change, addition andsupplement and reenactment thereof, irrespective of whether they take effect before orafter the formation of this Agreement); (4) to exercise other voting rights of the Shareholders as specified in thearticles of association of the Company (including any other shareholders’ voting rightsas specified in the amended articles of association).The above authorization and entrustment shall be conditional upon The9 Computer approvingsuch authorization and entrustment. If and only if The9 Computer gives a written notice forremoval and replacement of the Entrusted Person(s) to each of the Shareholders, theShareholders shall immediately designate the other PRC citizen then designated by The9Computer to exercise the above Entrusted Rights, and the new power of attorney shall, oncemade, supersede the original power of attorney. Save as aforesaid, no Shareholders shallrevoke the authorization and entrustment given to the Entrusted Person(s).1.2 The Entrusted Person(s) shall perform their obligations in respect of the entrustmenthereunder to the extent authorized hereunder with due care and diligence and in compliancewith laws. The Shareholders shall acknowledge and assume liabilities for any legalconsequences resulting from the exercise by the Entrusted Persons of the Entrusted Rightsdescribed above.1.3 The Shareholders hereby confirm that the Entrusted Persons shall not be required to seekopinions from the Shareholders prior to their exercise of the above Entrusted Rights.However, the Entrusted Persons shall notify the Shareholders in a timely manner of anyresolution or proposal for convening an interim shareholders’ meeting after such resolution orproposal is made.**Article 2 Right to Information**2.1 For the purpose of exercising the Entrusted Rights hereunder, the Entrusted Persons shall beentitled to know all information of the Company relating to its operation, business,customers, finance and employees, and shall have access to the relevant documents andmaterials of the Company. The Company shall fully cooperate with the Entrusted Persons inthis regard.
 
 

 
**Article 3 Exercise of Entrusted Rights**3.1 The Shareholders will provide sufficient assistances to the Entrusted Persons with regard totheir exercise of the Entrusted Rights, including the execution of resolutions ofshareholders’ meetings made by the Entrusted Persons or other relevant legal documents in atimely manner when necessary (e.g., where the same is required in order to submit documentsfor the purposes of government approvals, registrations or filings).3.2 If, at any time within the term of this Agreement, the grant or exercise of the EntrustedRights hereunder cannot be realized due to any reason (except for the default of anyShareholder or the Company), the Parties shall immediately seek the alternative proposal thatis most similar to the one that cannot be realized and, if necessary, enter into asupplementary agreement to amend or adjust the provisions herein, in order to ensure that thepurpose of this Agreement can continue to realize.**Article 4 Exemption and Compensation**4.1 The Parties acknowledge that in no case shall The9 Computer be required to be liable to orcompensate (economic or otherwise) the other Parties or any third party in connection with anyexercise of the Entrusted Rights hereunder by the individuals designated by it.4.2 The Shareholders and the Company agree to indemnify and hold The9 Computer harmless againstall losses suffered or likely to be suffered by it due to any exercise of the Entrusted Rightsby the Entrusted Persons designated by The9 Computer, including without limitation, any lossresulting from any litigation, demand, arbitration or claim by any third party against it orfrom administrative investigation or penalty by government authorities, provided, however,that no indemnification is available for any losses caused by a willful default or grossnegligence of the Entrusted Persons.**Article 5 Representations and Warranties**5.1 Each of the Shareholders hereby jointly and severally represents and warrants as follows: 5.1.1 He is a PRC citizen with full capacity, has full and independent legal statusand legal capacity to execute, deliver and perform this Agreement, and may actindependently as a party to lawsuit. 5.1.2 He has full power to execute and deliver this Agreement and all the otherdocuments to be signed by him in relation to the transaction referred to herein, andhas the full power to complete the transaction referred to herein. This Agreementshall be executed and delivered by him legally and properly. This Agreementconstitutes the legal and binding obligations on him and is enforceable against him inaccordance with its terms and conditions 5.1.3 He is the legitimate shareholder of the Company whose name appears on itsregister of members as of the effective date of this Agreement, and except for therights created by this Agreement, the Equity Pledge Agreement and the Exclusive CallOption Agreement entered into by the Shareholders, theCompany and The9 Computer, there is no third party right on the Entrusted Rights.In accordance with this Agreement, the Entrusted Persons may exercise the EntrustedRights fully and completely pursuant to the articles of association of the Companythen in effect.
 
 

 
5.2 Each of The9 Computer and the Company hereby severally represents and warrants as follows: 5.2.1 It is a company with limited liability duly incorporated and legally existingunder the laws of the place of its incorporation with an independent legal personstatus. It has full and independent legal status and legal capacity to execute,deliver and perform this Agreement and may act independently as a party to lawsuit. 5.2.2 It has the full corporate power and authority to execute and deliver thisAgreement and all the other documents to be signed by it in relation to the transactionreferred to herein, and it has the full power and authority to complete the transactionreferred to herein.5.3 The Company further represents and warrants as follows: 5.3.1 The Shareholders are all legitimate shareholders of the Company whose namesappear on its register of members as of the effective date of this Agreement, andexcept for the rights created by this Agreement, the Equity Pledge Agreement and theExclusive Call Option Agreement entered into by the Shareholders, the Company and The9Computer, there is no third party right on the Entrusted Rights. In accordance withthis Agreement, the Entrusted Persons may exercise the Entrusted Rights fully andcompletely pursuant to the articles of association of the Company then in effect.**Article 6 Term of Agreement**6.1 Subject to Articles 6.2 and 6.3 hereof, this Agreement shall become effective once it is dulysigned by the Parties, and shall remain effective until the date on which the business term ofthe Company or The9 Computer expires (whichever is earlier), unless it is early terminated bythe Parties in writing or pursuant to Article 9.1 hereof. This Agreement will beautomatically extended for one (1) year upon the expiration except where The9 Computer givesthe other Parties a prior notice of thirty (30) days not to extend the term of this Agreementupon its expiration, and the same mechanism will apply subsequently upon the expiration ofeach extended term.6.2 This Agreement shall terminate if the Company or The9 Computer, upon expiry of its businessterm, fails to complete the formalities in relation to the approval and registration for theextension thereof.6.3 If any of the Shareholders transfers all of his equity interest in the Company with the priorconsent of The9 Computer, such Shareholder will no longer be a Party hereto and theobligations and undertakings of any other Parties hereunder will not be adversely affected.
 
 

 
**Article 7 Notice**7.1 Any notice, request, demand and other correspondences required by this Agreement or made inaccordance with this Agreement shall be delivered in writing to the relevant Party.7.2 Any such notice or other correspondences shall be deemed to have been delivered, if sent byfacsimile or telex, when it is sent, and if delivered in person, when it is delivered, and ifsent by post, five (5) days after it was posted.**Article 9 Liabilities for Breach of Contract**9.1 The Parties agree and confirm that, if any Party (hereinafter the “**Defaulting Party**”)substantially violates any of the provisions herein or substantially fails to perform any ofthe obligations hereunder, such violation or failure shall constitute a default under thisAgreement (hereinafter a “**Default**”), and any of the other non-defaulting Parties (hereinafterthe “**Non-defaulting Party**”) shall have the right to require the Defaulting Party to rectifysuch Default or take remedial measures within a reasonable period. If the Defaulting Partyfails to rectify such Default or take remedial measures within such a reasonable period orwithin ten (10) days after the Non-defaulting Party notifies the Defaulting Party in writingand require it to rectify the Default, then: (1) if any Shareholder or the Company is theDefaulting Party, The9 Computer shall be entitled to terminate this Agreement and require theDefaulting Party to make compensation for damages; (2) if The9 Computer is the DefaultingParty, the Non-defaulting Party shall be entitled to require the Defaulting Party to makecompensation for damages, but unless otherwise provided by law, the Non-defaulting Party shallhave no right to terminate or discharge this Agreement or the entrustment hereunder in anycircumstances.9.2 The rights and remedies set out herein shall be cumulative, and shall not preclude any otherrights or remedies provided by law.9.3 Notwithstanding any other provisions herein, the effect of this Article shall not be affectedby the suspension or termination of this Agreement.**Article 10 Miscellaneous**10.1 This Agreement is executed in Chinese in four (4) originals, with one (1) original to beretained by each Party hereto.10.2 The formation, effectiveness, performance, amendment, interpretation and termination of thisAgreement shall be governed by the laws of the PRC.10.3 Any disputes arising out of and in connection with this Agreement shall be resolved throughconsultations among the Parties. If the Parties cannot reach an agreement regarding suchdisputes within thirty (30) days of their occurrence, such disputes shall be submitted toChina International Economic and Trade Arbitration Commission, Shanghai Branch, forarbitration in Shanghai in accordance with the arbitration rules of such Commission, and thearbitration award shall be final and binding on the Parties.
 
 

 
10.4 None of the rights, powers and remedies granted to any Party by any provisions herein shallpreclude any other rights, powers and remedies available to such Party at law and under theother provisions of this Agreement, nor shall the exercise by a Party of its rights, powersand remedies preclude any exercise by such Party of its other rights, powers and remedies.10.5 No failure or delay by a Party in exercising any of its rights, powers and remedies hereunderor in accordance with laws (hereinafter the “**Party’s Rights**”) shall result in a waiverthereof, nor shall the waiver of any single or partial exercise of the Party’s Rights precludesuch Party from exercising such rights in any other way and exercising the other Party’sRights.10.6 The headings of the provisions herein are for reference only, and in no circumstances shallsuch headings be used for or affect the interpretation of the provisions hereof.10.7 Each provision contained herein shall be severable and independent from each of otherprovisions, and if at any time any one or more provisions herein become(s) invalid, illegal orunenforceable, the validity, legality and enforceability of the remaining provisions hereinshall not be affected as a result thereof.10.8 Any amendments or supplements to this Agreement shall be made in writing, and shall becomeeffective only when duly signed by the Parties to this Agreement.10.9 Without the prior written consent of The9 Computer, the other Parties shall not transfer anyof their rights and/or obligations hereunder to any third parties. The Shareholders and theCompany hereby agree that The9 Computer shall be entitled to transfer any of its rights and/orobligations hereunder to any third party after serving written notice to the Shareholders andthe Company.10.10 This Agreement shall be binding on the legal successors of the Parties.
 
 

 
**IN WITNESS HEREOF**, the Parties have caused this Shareholder Voting Proxy Agreement to beexecuted as of the date and in the place first above written.**The9 Computer Technology Consulting (Shanghai) Co., Ltd.***[Chop affixed]*