Exhibit 4.42


 


Share Pledge Agreement 


 


Between 


 


Beijing Ambow Shengying Education Technology
Co., Ltd.


 


And 


 


Xuejun Xie & Gang Huang


 


October 14, 2015


 




     


     

    

 


This Share Pledge Agreement (this “Agreement”)
is entered into by and among the following parties on October 14, 2015:


 


Pledgee: Beijing Ambow Shengying Education
Technology Co., Ltd. 


Legal Representative: : Xuejun Xie


Principal Office: Room A1805,18th Floor,,
No.18 North Taipingzhuang Road, Haidian District,Beijing


 


Pledgor 1: Xuejun Xie 


Address: 5 Jing’an Road, Jinjiang District,
Chengdu


 


Pledgor 2: Gang Huang 


Address: 402, No.115 Wuquan Road, Chengguan
District, Lanzhou


 


(Pledgor 1 and Pledgor 2 are collectively
referred to as “Pledgors”) 


 


WHEREAS:


 


(1) Beijing
Ambow Shengying Education Technology Co., Ltd. entered into Technology Service Agreement with Beijing Ambow
Zhixin Education and Technology Co., Ltd. (“Ambow Zhixin”) and the companies and schools
directly or wholly owned or controlled by Ambow Zhixin (“Subsidiaries”) respectively on October 14, 2015; 


 


(2) Pledgor
1 and Pledgor 2 are shareholders of Ambow Zhixin, holding 60% and 40% of the equity interest
in Ambow Zhixin respectively; 


 


(3) Pledgors
agree to pledge all of their equity interests in Ambow Zhixin to Pledgee as a security for
Ambow Zhixin and its Subsidiaries’ performance of their obligations under the Technology
Service Agreement. 


 


NOW THEREFORE, the Parties agree as follows
after friendly consultations:


 


1. Definitions 


 


1.1 Unless otherwise specified herein, all
of the following terms shall have the meanings defined below.


 


1.1.1 “Secured Debt” means the
payment obligation and other relevant obligations to Pledgee assumed by Ambow Zhixin and its Subsidiaries under the aforementioned
Technology Service Agreement, liquidated damage and other relevant costs, and all costs (including attorney fees) and other amounts
paid by Pledgee to realize Pledgee’s rights under Technology Service Agreement in the event that Ambow Zhixin and its Subsidiaries
commit a breach. If Ambow Zhixin controls new Subsidiaries by means of acquisition or incorporation or otherwise in the future
and such new Subsidiaries enter into a new Technology Service Agreement with Pledgee, then such new Subsidiaries’ obligations
under the new Technology Service Agreement will be automatically included in the “Secured Debt” herein.


 




     


     

    

 


1.1.2 “Pledged Equity” means the
100% equity owned by Pledgors and all rights relating to such equity. With Pledgee’s prior consent, Pledgors may increase
the capital of the company. The increment in the company’s registered capital as a result of Pledgors’ additional contributions
shall also be deemed part of the pledge.


 


2. Equity Pledge 


 


2.1 Each Pledgor hereby pledges the Pledged
Equity to Pledgee (“Pledge”) as a security for the full discharge of the Secured Debt.


 


2.2 Pledgors undertake to Pledgee that Pledgors’
execution of this Agreement and performance of the obligations hereunder have been approved by the other shareholders of Ambow
Zhixin, and they will cause Ambow Zhixin to record the equity pledge hereunder on the shareholders’ register of Ambow Zhixin.
Pledgors and Ambow Zhixin shall deliver the shareholders’ register recording the equity pledge hereunder to Pledgee for safekeeping
upon execution of this Agreement;


 


2.3 The Parties agree to register or cause
to register the Pledge hereunder with the administrative authorities for industry and commerce in the place where Ambow Zhixin
is registered. The Pledge hereunder is established at the time when the Pledge is registered with the administrative authorities
for industry and commerce in the place where Ambow Zhixin is registered. Pledgors, Pledgee and the company shall promptly register
the Pledge hereunder with the administrative authorities for industry and commerce upon execution of this Agreement. The Parties
also acknowledge that, upon execution of this Agreement, the Parties will not raise any question or objection to the effectiveness
of this Agreement because of failure to register the Pledge hereunder with the administrative authorities for industry and commerce
in the place where Ambow Zhixin is registered.


 


3. Scope of Security 


 


3.1 The Pledged Equity hereunder offers security
for:


 


3.1.1 The Secured Debt defined in Section 1.1.1
hereof; and


 


3.1.2 The costs paid by Pledgee to realize
the pledge to which Pledgee is entitled hereunder.


 


4. Term of Pledge 


 


4.1 The term of valid existence of the pledge
to which Pledgee is entitled hereunder is from the effective date of this Agreement to the date all Secured Debt is fully discharged
(“Term of Pledge”). Pledgee shall exercise the pledge hereunder within the limitation of action for the Secured Debt.


 


5. Exercise of Pledge 


 


5.1 If (a) Ambow Zhixin and its Subsidiaries
fail to perform their payment obligation or other related obligations to Pledgee in accordance with the provisions of Technology
Service Agreement, or (b) Pledgors breach their duties or obligations hereunder, Pledgee shall have the right to exercise
the pledge in any manner at any time it deems appropriate to the 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 Pledged Equity; and/or


 


5.1.4 To otherwise dispose of 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 the preceding section, Pledgee shall have the right to take any actions permitted by law
to realize any of its rights hereunder.


 


5.3 As requested by Pledgee, Pledgors shall
assist Pledgee in obtaining all necessary approvals or consents in connection with Pledgee’s realization of its rights to
debt and pledge.


 


5.4 All amounts received due to 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 amounts shall be used to
pay all taxes and costs incurred by Pledgee because of its exercise of the pledge and/or other rights hereunder;


 


5.4.2 Second, such amounts shall be used by
Pledgee to discharge the Secured Debt according to law;


 


5.4.3 If there is any balance after the discharge
of the Secured Debt, such balance shall be paid to Pledgors or anyone who is entitled to such balance (without interest).


 


6. Termination of Pledge 


 


6.1 The pledge shall be terminated automatically
upon termination of Technology Service Agreement and full discharge of the Secured Debt. In such case, as requested by Pledgors,
Pledgee shall sign a written document to terminate the equity pledge created hereunder and submit such document to Pledgors, or
assist Pledgors in handling other procedures for terminating the equity pledge hereunder.


 


6.2 Subject to the provisions in the preceding
paragraph, the equity pledge hereunder shall not be terminated without Pledgee’s prior written consent.


 


7. Nature of Security 


 


7.1 The security created hereunder shall not
be affected by any other security held by Pledgee for the Secured Debt, and shall not affect the effectiveness of any other security.


 




     


     

    

 


7.2 The security created hereunder and Pledgee’s
rights hereunder shall not be terminated or affected due to the following circumstances:


 


7.2.1 Any grace, termination or relief granted
by Pledgee in connection with any person’s debt;


 


7.2.2 Any amendment, modification or supplement
to the Technology Service Agreement;


 


7.2.3 Any disposal, modification or termination
of any other security in connection with the Secured Debt;


 


7.2.4 Pledgee reaches a settlement with any
person in connection with any claims of such person;


 


7.2.5 Any delay, act or omission of Pledgee
in the exercise of its rights;


 


7.2.6 Any other event that may affect Pledgors’
obligations hereunder.


 


8. Special Provisions 


 


8.1 Without Pledgee’s prior written
consent, Pledgors shall not transfer any of its rights or obligations hereunder to any other party.


 


8.2 Pledgee shall have the right to transfer
to any third party any of its rights or obligations hereunder and any of its rights or obligations under other agreements contemplated
by this Agreement without Pledgor’s prior consent. In such case, Pledgors must unconditionally cooperate with Pledgee in
handling the procedures for the transfer of relevant rights and obligations, including without limitation signing an agreement
on the change of the relevant contractual party and re-registering the equity pledge with the administrative authorities for industry
and commerce.


 


8.3 Upon effectiveness of this Agreement,
unless Pledgee makes a written decision to the contrary and notify Pledgors of such decision, Pledgors shall be obligated to continue
to observe legal requirements relating to the Pledged Equity and perform all rights and obligations in connection with the Pledged
Equity, and perform the due care and good faith obligations that a shareholder shall perform.


 


8.4 Pledgors shall promptly notify Pledgee
of any event that may affect the Pledged Equity or the value thereof, or that may impede, prejudice or delay Pledgee’s performance
of its rights as a shareholder of Ambow Zhixin. Each of Pledgors hereby agrees to sign a power of attorney (“Attorney-in-fact”)
on the even date herewith, appointing Beijing Ambow Shengying Education Technology Co., Ltd. as his or her initial
attorney-in-fact to: (i) exercise all voting rights it enjoys as a shareholder of Ambow Zhixin, and (ii) sign on behalf
of such Pledgor any resolutions adopted by the shareholders’ meetings of Ambow Zhixin, and any other documents that are related
to such Pledgor’s performance of his or her rights as a shareholder of Ambow Zhixin. The attorney-in-fact shall perform its
duties in good faith, aiming to maximize the value of the Pledged Equity hereunder, and its acts shall be in compliance with applicable
Chinese laws in all respects. The form of the initial Power of Attorney to be signed by each Pledgor is set forth in Appendix 1
attached hereto.


 




     


     

    

 


8.5 During the term of pledge, Pledgee shall
have the right to collect any yield on the Pledged Equity.


 


8.6 Without Pledgee’s prior written
consent, each Pledgor shall not perform any of the following acts:


 


8.6.1 Making a proposal to amend the articles
of association of Ambow Zhixin or causing the making of such proposal; increasing or reducing its registered capital, or otherwise
change its registered capital structure;


 


8.6.2 Creating any further security, encumbrances
and any third party’s rights on the Pledged Equity in addition to the pledge created hereunder;


 


8.6.3 Performing any act that may prejudice
any rights of Pledgee hereunder, or any act that may materially affect the assets, business and/or operations of Ambow Zhixin;


 


8.6.4 Distributing dividends to the shareholders
in any form; however, upon Pledgee’s request, Pledgors shall immediately distribute all of its distributable profits to the
shareholders.


 


8.7 Without Pledgee’s prior written
consent, each Pledgor shall not transfer or dispose of the Pledged Equity in any way.


 


8.8 Pledgors agree to take other necessary
actions and enter into other necessary agreements to give effect to the provisions hereof and other agreements contemplated hereby.


 


9. Representations, Undertakings and Warranties



 


9.1 Each Pledgor hereby represents, undertakes
and warrants to Pledgee that:


 


9.1.1 Each Pledgor has the lawful eligibility
and necessary authority to enter into this Agreement and has the capacity to fully perform any of his or her rights hereunder;


 


9.1.2 Each Pledgor has the sole ownership
of the Pledged Equity and has lawful, complete and full ownership of the his or her pledged equity hereunder;


 


9.1.3 Except the pledge created hereunder,
each Pledgor has not created or allowed the creation of any security rights or any third party’s rights or encumbrances on
the Pledged Equity without Pledgee’s prior written consent; there is no dispute over the ownership of such Pledged Equity,
which is not subject to any lien or other legal proceedings and can be used for pledge or transfer in accordance with applicable
laws;


 


9.1.4 There is no existing, pending or threat
of legal proceedings, arbitrations or administrative proceedings against the Pledged Equity;


 




     


     

    

 


9.1.5 Pledgor’s execution of this Agreement,
exercise of his or her rights hereunder, or performance of his or her obligations hereunder will not violate any agreements, contracts
or laws and regulations applicable to Pledgor and his or her property;


 


9.1.6 Upon execution of this Agreement, Pledgors
shall promptly register the equity pledge hereunder with the administrative authorities for industry and commerce to cause the
effective creation of the equity pledge; the pledge created hereunder shall constitute valid security for the secured Debt after
the registration procedures are completed, which can be executed on its terms;


 


9.1.7 All documents delivered by Pledgors
to Pledgee in connection with this Agreement are true, complete and correct in all material respects, and there is no omission
that may cause any information therein to become incorrect or misleading in any material respect;


 


9.1.8 This Agreement shall constitute a legal,
valid and binding obligation of Pledgors, and may be enforced in accordance with the application of Pledgee to competent authorities
under this Agreement;


 


9.1.9 From the date of this Agreement to the
expiration of the term of pledge, Pledgors shall not transfer or dispose of any part or all of the interests in the Pledged Equity
to any third party without Pledgee’s prior written consent;


 


9.2 Pledgee hereby represents, undertakes
and warrants to Pledgors that:


 


9.2.1 Pledgee is a limited liability company
duly established and validly existing, and has the authority to enter into this Agreement and is able to perform its obligations
hereunder;


 


9.2.2 Pledgee has obtained all authorities
and consents necessary for the execution and performance of this Agreement.


 


10. Liability for Breach 


 


10.1 Either Party’s direct or indirect
violation of any provisions hereof or failure to assume its obligations hereunder or failure to assume such obligations in a timely
and adequate manner shall constitute breach of this Agreement. The non-breaching Party (“Non-Breaching Party”) shall
have the right to require the breaching Party (“Breaching Party”) by written notice to redress its breach and take
adequate, effective and timely measures to eliminate the consequences of such breach, and indemnify against the losses incurred
by the Non-Breaching Party due to the breach of the Breaching Party.


 


10.2 After the occurrence of the breach, if,
according to the reasonable and objective judgment of the Non-Breaching Party, such breach has made it impossible or unfair for
the Non-Breaching Party to perform its relevant obligations hereunder, then the Non-Breaching Party shall have the right to notify
the Breaching Party in writing that the Non-Breaching Party will suspend the performance of its relevant obligations hereunder
until the Breaching Party ceases such breach and takes adequate, effective and timely measures to eliminate the consequences of
such breach, and indemnify against the losses incurred by Non-Breaching Party due to the breach.


 




     


     

    

 


10.3 The losses incurred by the Non-Breaching
Party which shall be indemnified against by the Breaching Party due to its breach are the direct economic losses incurred by the
Non-Breaching Party due to the Breaching Party’s breach and any expectable indirect losses and additional costs, including
without limitation attorney fees, litigation and arbitration costs, financial costs and travel expenses, etc.


 


11. Force Majeure 


 


11.1 “Force Majeure” means any
event that is beyond the reasonable control of any or all Parties hereto, unable to be foreseen or unable to be overcome even foreseen,
which impedes, affects or delays any party’s performance of all or part of its obligations under this Agreement. Such event
includes without limitation any government act, act of God, war, hacker attack or any other similar event.


 


11.2 The Party affected by a Force Majeure
event may suspend the performance of its relevant obligations hereunder that cannot be performed due to the Force Majeure until
the effect of such Force Majeure event is eliminated, and shall not be held liable for such suspension. However, such Party shall
use its best endeavor to overcome such event and mitigate its negative effect.


 


11.3 The Party affected by a Force Majeure
event shall provide the other Parties with a legitimate certificate issued by a notary public (or other proper agency) in the place
where such event occurs to evidence the occurrence of such Force Majeure event. If such Party cannot provide such certificate,
the other Parties may hold such Party liable for breach in accordance with the provisions hereof.


 


12. Effectiveness and Termination 


 


12.1 This Agreement shall come into effect
after it has been duly executed by Pledgors and Pledgee. The pledge hereunder is established after the registration specified in
Section 2.3 is completed.


 


12.2 This Agreement shall be terminated under
any of the following circumstances:


 


12.2.1 in accordance with Section 6 hereof;


 


12.2.2 by mutual agreement of Pledgee and
Pledgors;


 


12.2.3 by the consent of Pledgee.


 


12.3 The termination of this Agreement shall
not affect the Parties’ rights and obligations arising hereunder prior to the expiration date of this Agreement.


 




     


     

    

 


13. Dispute Resolution 


 


13.1 If any dispute arises between the Parties
in connection with the interpretation and performance of the provisions hereunder, the Parties shall resolve such dispute in good
faith through discussions. If no agreement can be reached within sixty (60) days after one Party receives the notice of the
other Party requesting the beginning of discussions or as otherwise agreed, either Party shall have the right to submit such dispute
to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective rules.
The arbitration shall be held in Beijing. The award of the arbitration shall be final and binding upon the Parties.


 


13.2 If any dispute arises in connection with
the interpretation and performance of this Agreement, or such dispute is under arbitration, either Party shall continue to have
the rights hereunder other than those in dispute and perform the obligations hereunder other than those in dispute.


 


13.3 The conclusion, effectiveness, enforcement
and interpretation of this Agreement shall be governed by the Chinese laws.


 


14. Miscellaneous 


 


14.1 The headings herein are for convenience
only, and shall not affect the interpretation of any provisions hereof.


 


14.2 The Parties may amend and supplement
this Agreement by written agreement. Any amendments or supplements executed by the Parties, if any, are part of this Agreement,
and shall have the same force and effect as this Agreement.


 


14.3 If any provision herein becomes partly
or wholly invalid or unenforceable for violation of laws or government regulations or other reasons, then the part of such provision
that is affected shall be deemed as deleted. However, the deletion of such part of such provision shall not affect the legal effect
of other parts of such provision or the other provisions herein. The Parties shall cease to execute such invalid or unenforceable
provision, and modify such provision so that it has the closest intent to the original provision and becomes valid and enforceable
in connection with such facts and circumstances.


 


14.4 Unless otherwise provided herein, either
Party’s failure to exercise or delay in exercising any of its rights or powers hereunder shall not be construed as a waiver
of such rights or powers. Any single or partial exercise of any rights or powers shall not preclude the exercise of other rights
or powers.


 


14.5 This Agreement shall be binding upon
the Parties and their respective successors and permitted assigns. Pledgee shall have the right to transfer to any other third
party the rights hereunder and other agreements contemplated hereby at its sole discretion without Pledgors’ consent.


 




     


     

    

 


IN WITNESS WHEREOF, the duly authorized representatives
of the Parties have executed this Agreement on the date first above written.


 


	Pledgee:	 	 
	 	 	 
	Beijing Ambow Shengying Education Technology Co., Ltd.	 
	 	 	 
	Authorized Representative:	/s/	 


 


	Pledgors:	 	 
	 	 	 
	Signature:	/s/	 
	 	Xuejun Xie	 
	 	 	 
	Signature:	/s/	 
	 	Gang Huang