Exhibit 4.32


 


Equity Interest Pledge Agreement


 


This
Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties
on August 6, 2015 in Beijing, the People’s Republic of China (“China” or the
“PRC”):


 


		Party A:	Beijing Yangguang Gudi Science Development Co., Ltd., (hereinafter
                                                                        “Pledgee”) a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address
                                                                        at                                                                         Room 1811, 18/F, Building No.2, #1 Shangdi 10th
                                                                        Avenue, Haidian District, Beijing, PRC;



 


		Party B:	58 Co., Ltd., (hereinafter “Pledgor”) a limited liability company
                                                                        organized and existing under the laws of the PRC, with its address at Room 210-03, Office Building, Nangang Industry
                                                                        Zone, Economic and Technological Development District, Tianjin, PRC; and



 


		Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd., a limited liability company
organized and existing under the laws of the PRC, with its address at No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing,
PRC.



 


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 49.00% of equity interests of Party
C, representing RMB18,967,742 in the registered capital of Party C. Party C is a limited liability company registered in Beijing,
China, engaging in Internet information services and advertising services. 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;



 




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		2.	Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially
owned by Pledgor have executed an Exclusive Technology Consultant and Service Agreement (as defined below) in Beijing; Party C,
Pledgee and Pledgor have executed an Exclusive Option Agreement (as defined below); Pledgee and Pledgor have executed a Loan Agreement
(as defined below); and Pledgor has executed a Power of Attorney to Pledgee.



 


		3.	To ensure that Party C and Pledgor fully perform their obligations under the Exclusive Technology
Consultant and Service Agreement, the Exclusive Option Agreement, the Loan Agreement and the Power of Attorney, Pledgor hereby
pledges to the Pledgee all of the equity interest he holds in Party C as security for Party C’s and Pledgor’s obligations
under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreement, the Loan Agreement and the Power of Attorney.



 


To perform the provisions of
the Transaction Documents, the Parties have mutually agreed to execute this Agreement upon the following terms.


 


		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 compensated on a preferential basis with the conversion, auction or sales
price of the Equity Interest.



 


		1.2	Equity Interest: shall refer to all of the equity interest now held and hereafter acquired by Pledgor
in Party C.



 




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		1.3	Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.



 


		1.4	Transaction Documents: shall refer to the Exclusive Technology Consultant and Service Agreement
executed by and between Party C and Pledgee on January 18, 2012 (the “Exclusive Technology Consultant Agreement”),
the Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on August 6, 2015 (the “Exclusive Option Agreement”),
the Loan Agreement executed by and between Pledgee and Pledgor on August 6, 2015 (the “Loan Agreement”), Power of Attorney
executed on August 6, 2015 by Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned
documents.



 


		1.5	Contract Obligation: shall refer to all the obligations of Pledgor under the Exclusive Option Agreement,
the Power of Attorney, the Loan Agreement and this Agreement; all the obligations of Party C under the Exclusive Technology Consultant
Agreement, the Exclusive Option Agreement and this Agreement.



 


		1.6	Secured Indebtedness: shall refer to all the direct, indirect or derivative losses of Pledgee,
including loss of expected profits, incurred as a result of any Event of Default (as defined below). The amount of such loss shall
be based on, including but not limited to the reasonable business plan and profit forecast of Pledgee, the consulting and service
fees payable to Pledgee under the Exclusive Technology Consultant Agreement and all expenses occurred in connection with enforcement
by Pledgee of Pledgor’s and/or Party C’s Contract Obligation.



 


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



 




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



 


		2.	The Pledge 



 


		2.1	Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligation
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.



 


		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 from Pledgee. Dividends
received by Pledgor on Equity Interest shall be, subject to requirement of 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 give 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 the Pledgor in future capital increase shall be deemed as Equity Interest as well.



 


		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 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 give to Pledgee or any other person designated by Pledgee to the extent
                                                                permitted under applicable PRC laws.



 




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		3.	Term of Pledge 



 


		3.1	The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all Contract Obligations
and Secured Indebtedness have been fully performed and 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 filing.



 


		3.2	During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligation
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.



 




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		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.



 




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		6.	Covenants of Pledgor and Party C 



 


		6.1	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;



 


		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 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 Pledgee's rights to 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.



 




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		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 Obligation
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.



 


		7.2	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 may issue a Notice of Default to Pledgor when exercising the Pledge.



 


		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.



 




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		8.3	After Pledgee issues a Notice of Default Pledgee 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 be compensated
in priority by the conversion of the Equity Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee
shall have no liability 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
by disposing the Equity Interest and perform Contract Obligations and pay the Secured Indebtedness 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
give the aforementioned proceeds to Pledgee or any other person designated by Pledgee.



 


		8.5	Pledgee has the right to exercise any remedy measure available simultaneously or in any order.
Pledgee may exercise the right to be compensated from in priority by the conversion of the Equity Pledge 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 and 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.



 




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		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 require Pledgor or Party C to compensate all damages; this Section 9 shall not prejudice
any other rights of Pledgee herein;



 


		9.2	If Pledgee conducts any breach of any term of this Agreement, Pledgor or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		10.	Assignment 



 


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



 


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



 


		10.3	At any time, Pledgee may assign any and all of its rights and obligations under the Transaction
Documents to its designee(s), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement,
as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation
Agreement, upon Pledgee's request, Pledgor and/or Party C shall execute relevant agreements or other documents relating to such
assignment.



 


		10.4	In the event of a change in Pledgee due to an 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.



 




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		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 Obligation 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, investors, legal
counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors,
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 staff members or agencies hired by any Party shall be deemed
disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement.
This Section shall survive the termination of this Agreement for any reason.


 


		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 China International Economic and Trade Arbitration Commission for arbitration,
in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall
be Chinese. The arbitration award shall be final and binding on all Parties.



 




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		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:



 


		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).



 




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



 


		Party A:	Beijing Yangguang Gudi Science Development Co., Ltd.



		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party B:	58 Co., Ltd.



		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.



		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District,
Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		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.


 




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		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. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version
and the English version, the Chinese version shall prevail.


 


The Remainder of this page is intentionally
left blank


 




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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:	Beijing Yangguang Gudi Science Development Co., Ltd.


 


	By:	/s/ Haoyong Yang
	Name:	Haoyong Yang
	Title:	Legal Representative


 


	Party B:	58 Co. Ltd.
	 	 
	By:	/s/ Jinbo Yao
	Name:	Jinbo Yao
	Title:	Legal Representative


 


	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.


 


	By:	/s/ Yang Liu
	Name:	Yang Liu
	Title:	Legal Representative 


 




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Attachments:


 


		1.	Shareholders' Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Exclusive Technology Consultant and Service Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.



 




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Equity Interest Pledge Agreement


 


This Equity Interest
Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 6, 2015 in Beijing, the People’s Republic of China (“China”
or the “PRC”):


 


		Party A:	Beijing Yangguang Gudi Science Development Co., Ltd. (hereinafter
                                                                        “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its
                                                                        address                                                                         at Room 1811, 18/F, Building No.2, #1 Shangdi
                                                                        10th Avenue, Haidian District, Beijing, PRC;



 


		Party B:	Yang Liu (hereinafter “Pledgor”), a citizen of China with
                                                                        Chinese Identification No.:                  ; and



 


		Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd., a limited liability company
organized and existing under the laws of the PRC, with its address at No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing,
PRC.



 


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 30.69% of equity interests of Party
C, representing RMB11,880,000 in the registered capital of Party C. Party C is a limited liability company registered in Beijing,
China, engaging in Internet information services and advertising services. 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;



 




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		2.	Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially
owned by Pledgor have executed an Exclusive Technology Consultant Agreement (as defined below) in Beijing; Party C, Pledgee and
Pledgor have executed an Exclusive Option Agreement (as defined below); Pledgee and Pledgor have executed a Loan Agreement (as
defined below); and Pledgor has executed a Power of Attorney to Pledgee.



 


		3.	To ensure that Party C and Pledgor fully perform their obligations under the Exclusive
                                                           Technology Consultant Agreement, the Exclusive Option Agreement, the Loan Agreement and the Power of Attorney, Pledgor
                                                           hereby                                                            pledges to the Pledgee all of the equity interest he holds
                                                           in Party C as security for Party C’s and Pledgor’s obligations under the Exclusive Business Cooperation
                                                           Agreements, the Exclusive Option Agreement, the Loan                                                            Agreement and
                                                           the Power of Attorney.



 


To perform the provisions of the Transaction Documents,
the Parties have mutually agreed to execute this Agreement upon the following terms.


 


		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 Article
2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales
price of the Equity Interest.



 


		1.2	Equity Interest: shall refer to all of the equity interest now held and hereafter acquired by Pledgor
in Party C.



 


		1.3	Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.



 




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		1.4	Transaction Documents: shall refer to the Exclusive Technology Consultant and Service Agreement
executed by and between Party C and Pledgee on January 18, 2012 (the “Exclusive Technology Consultant Agreement”),
the Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on August 6, 2015 (the “Exclusive Option Agreement”),
the Loan Agreement executed by and between Pledgee and Pledgor on August 6, 2015 (the “Loan Agreement”), Power of Attorney
executed on August 6, 2015 by Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned
documents.



 


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



 


		1.6	Secured Indebtedness: shall refer to all the direct, indirect or derivative losses of Pledgee,
including loss of expected profits, incurred as a result of any Event of Default (as defined below). The amount of such loss shall
be based on, including but not limited to the reasonable business plan and profit forecast of Pledgee, the consulting and service
fees payable to Pledgee under the Exclusive Business Cooperation Agreement and all expenses occurred in connection with enforcement
by Pledgee of Pledgor’s and/or Party C’s Contract Obligation.



 


		1.7	Event of Default: shall refer to any of the circumstances set forth in Article 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.



 




    3 


     


    

 


		2.	The Pledge 



 


		2.1	Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligation
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.



 


		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 from Pledgee. Dividends
received by Pledgor on Equity Interest shall be, subject to requirement of 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 give 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 the Pledgor in future capital increase shall be deemed as Equity Interest as well.



 


		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 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 give to Pledgee or any other person designated by Pledgee to the extent
                                                                permitted under applicable PRC laws.



 




    4 


     


    

 


		3.	Term of Pledge 



 


		3.1	The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all Contract Obligations
and Secured Indebtedness have been fully performed and 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 filing.



 


		3.2	During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligation
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.



 




    5 


     


    

 


		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 


     


    

  


		6.	Covenants of Pledgor and Party C 



 


		6.1	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;



 


		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 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 Pledgee's rights to 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.



 




    7 


     


    

  


		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 Obligation
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.



 


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



 




    8 


     


    

 


		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 Article 8 of this Agreement.



 


		8.	Exercise of Pledge 



 


		8.1	Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.



 


		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 Pledgee 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 be compensated
in priority by the conversion of the Equity Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee
shall have no liability for any loss incurred by its duly exercise of such rights and powers.





    9 


     


    

 


		8.4	The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred
by disposing the Equity Interest and perform Contract Obligations and pay the Secured Indebtedness 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
give the aforementioned proceeds to Pledgee or any other person designated by Pledgee.



 


		8.5	Pledgee has the right to exercise any remedy measure available simultaneously or in any order.
Pledgee may exercise the right to be compensated from in priority by the conversion of the Equity Pledge 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 and 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 require Pledgor or Party C to compensate all damages; this Section 9 shall not prejudice
any other rights of Pledgee herein;



 




    10 


     


    

  


		9.2	If Pledgee conducts any breach of any term of this Agreement, Pledgor or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		10.	Assignment 



 


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



 


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



 


		10.3	At any time, Pledgee may assign any and all of its rights and obligations under the Transaction
Documents to its designee(s), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement,
as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation
Agreement, upon Pledgee's request, Pledgor and/or Party C shall execute relevant agreements or other documents relating to such
assignment.



 


		10.4	In the event of a change in Pledgee due to an 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.



 




    11 


     


    

  


		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 Obligation 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.


 




    12 


     


    

  


		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, investors, legal counsels or financial advisors regarding the transaction contemplated
hereunder, provided that such shareholders, investors, 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 staff members or agencies
hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable
for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.


 


		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 China International Economic and Trade Arbitration Commission for arbitration,
in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall
be Chinese. The arbitration award shall be final and binding on all Parties.



 




    13 


     


    

  


		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:



 


		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:	Beijing Yangguang Gudi Science Development Co., Ltd.
	 	 
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888 
	Facsimile:	+8610-64459926


 




    14 


     


    

  


	Party B:	Yang Liu
	Address:	 
	Phone:	 
	Facsimile:	 


 


	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.
	Address: 	No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888 
	Facsimile:	+8610-64459926


 


		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.


 




    15 


     


    

  


		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. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version
and the English version, the Chinese version shall prevail.


 


The Remainder of this page is intentionally left
blank


  




    16 


     


    

  


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:	Beijing Yangguang Gudi Science Development
                                         Co., Ltd.






 


	By:	/s/ Haoyong Yang
	Name:	Haoyong Yang
	Title:	Legal Representative


 


	Party B:	Yang Liu




	 	 
	By:	/s/ Yang Liu


 


	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co.,
                                         Ltd.






 


	By:	/s/ Yang Liu
	Name:	Yang Liu
	Title:	Legal Representative 


  






     


     


    

 


Attachments:


 


		1.	Shareholders' Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Exclusive Technology Consultant and Service Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.



  




     


     


    

 


Equity Interest Pledge Agreement


 


This Equity Interest
Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 6, 2015 in Beijing, the People’s Republic of China (“China”
or the “PRC”):


 





	Party A:	Beijing Yangguang Gudi
    Science Development Co., Ltd. (hereinafter “Pledgee”),
    a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room 1811, 18/F,
    Building No.2, #1 Shangdi 10th Avenue, Haidian District, Beijing, PRC;
	 	 
	Party B:	Chunyan Guo (hereinafter
    “Pledgor”), a citizen of China with Chinese Identification No.:                  ;
    and
	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC.







 


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 20.00% of equity interests of Party C, representing RMB7,741,935 in the registered capital of Party C. Party C is
a limited liability company registered in Beijing, China, engaging in Internet information services and advertising services.
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;



 




    1 


     


    

  


		2.	Pledgee is a wholly foreign-owned enterprise registered
in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Technology Consultant Agreement (as defined
below) in Beijing; Party C, Pledgee and Pledgor have executed an Exclusive Option Agreement (as defined below); Pledgee and Pledgor
have executed a Loan Agreement (as defined below); and Pledgor has executed a Power of Attorney to Pledgee.



 


		3.	To ensure that Party C and Pledgor fully perform their obligations under the Exclusive
                                                                               Technology Consultant Agreement, the Exclusive Option Agreement, the Loan Agreement and the Power of Attorney, Pledgor
                                                                               hereby                                                                                pledges to the Pledgee all of the
                                                                               equity interest he holds in Party C as security for Party C’s
                                                                               and Pledgor’s obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreement, the
                                                                               Loan                                                                                Agreement and the Power of Attorney.



 


To perform the provisions of the Transaction Documents,
the Parties have mutually agreed to execute this Agreement upon the following terms.


 


		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 Article
2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales
price of the Equity Interest.



 


		1.2	Equity Interest: shall refer to all of the equity interest now held and hereafter acquired by Pledgor
in Party C.



 


		1.3	Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.



 




    2 


     


    

  


		1.4	Transaction Documents: shall refer to the Exclusive Technology Consultant and Service Agreement
executed by and between Party C and Pledgee on January 18, 2012 (the “Exclusive Technology Consultant Agreement”),
the Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on August 6, 2015 (the “Exclusive Option Agreement”),
the Loan Agreement executed by and between Pledgee and Pledgor on August 6, 2015 (the “Loan Agreement”), Power of Attorney
executed on August 6, 2015 by Pledgor (the “Power of Attorney”) and any modification, amendment and restatement to the aforementioned
documents.



 


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



 


		1.6	Secured Indebtedness: shall refer to all the direct, indirect or derivative losses of Pledgee,
including loss of expected profits, incurred as a result of any Event of Default (as defined below). The amount of such loss shall
be based on, including but not limited to the reasonable business plan and profit forecast of Pledgee, the consulting and service
fees payable to Pledgee under the Exclusive Business Cooperation Agreement and all expenses occurred in connection with enforcement
by Pledgee of Pledgor’s and/or Party C’s Contract Obligation.



 


		1.7	Event of Default: shall refer to any of the circumstances set forth in Article 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.



 




    3 


     


    

  


		2.	The Pledge 



 


		2.1	Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligation
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.



 


		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 from Pledgee. Dividends
received by Pledgor on Equity Interest shall be, subject to requirement of 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 give 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 the Pledgor in future capital increase shall be deemed as Equity Interest as well.



 


		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 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 give to Pledgee or any other person designated by Pledgee to the extent
                                                              permitted under applicable PRC laws.



 




    4 


     


    

  


		3.	Term of Pledge 



 


		3.1	The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all Contract Obligations
and Secured Indebtedness have been fully performed and 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 filing.



 


		3.2	During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligation
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.



 




    5 


     


    

  


		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 


     


    

  


		6.	Covenants of Pledgor and Party C 



 


		6.1	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;



 


		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 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 Pledgee's rights to 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.



 




    7 


     


    

  


		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 Obligation
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.



 


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



 




    8 


     


    

  


		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 Article 8 of this Agreement.



 


		8.	Exercise of Pledge 



 


		8.1	Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.



 


		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 Pledgee 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 be compensated
in priority by the conversion of the Equity Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee
shall have no liability for any loss incurred by its duly exercise of such rights and powers.



 




    9 


     


    

  


		8.4	The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred by disposing the Equity
Interest and perform Contract Obligations and pay the Secured Indebtedness 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 give the aforementioned
proceeds to Pledgee or any other person designated by Pledgee.



 


		8.5	Pledgee has the right to exercise any remedy measure available simultaneously or in any order.
Pledgee may exercise the right to be compensated from in priority by the conversion of the Equity Pledge 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 and 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 require Pledgor or Party C to compensate all damages; this Section 9 shall not prejudice
any other rights of Pledgee herein;



 




    10 


     


    

  


		9.2	If Pledgee conducts any breach of any term of this Agreement, Pledgor or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		10.	Assignment 



 


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



 


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



 


		10.3	At any time, Pledgee may assign any and all of its rights and obligations under the Transaction
Documents to its designee(s), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement,
as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation
Agreement, upon Pledgee's request, Pledgor and/or Party C shall execute relevant agreements or other documents relating to such
assignment.



 


		10.4	In the event of a change in Pledgee due to an 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.



 




    11 


     


    

  


		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 Obligation 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.


 




    12 


     


    

  





		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, investors, legal counsels or financial advisors regarding the
transaction contemplated hereunder, provided that such shareholders, investors, 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 staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party,
which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for
any reason.


 


		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 China International Economic and Trade Arbitration Commission for arbitration,
in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall
be Chinese. 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.



 






    13 


     


    

 


		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:



 


		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:	Beijing Yangguang Gudi Science Development Co., Ltd.



		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926





    14 


     


    

 


		Party B:	Chunyan Guo



		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party C:	Beijing Shan Jing Ke Chuang Network Technology Co.,
Ltd.



		Address:	No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		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.


 






    15 


     


    

 





		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. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version
and the English version, the Chinese version shall prevail.


 


The Remainder of this page is intentionally
left blank


 




    16 


     


    

 


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:	Beijing Yangguang Gudi Science Development Co., Ltd.	 
	 	 	 
	By:	 /s/ Haoyong Yang	 
	Name:	Haoyong Yang	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Chunyan Guo	 
	 	 	 
	By:	/s/ Chunyan Guo	 
	 	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.	 
	 	 	 
	By:	 /s/ Yang Liu	 
	Name:	Yang Liu	 
	Title:	Legal Representative	 


 




     


     


    


 


Attachments:


 


		1.	Shareholders' Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Exclusive Technology Consultant and Service Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.



 




     


     


    


 


Equity Interest Pledge Agreement


 





This Equity Interest Pledge Agreement (this
“Agreement”) has been executed by and among the following parties on August 6, 2015 in Beijing, the People’s
Republic of China (“China” or the “PRC”):







 


		Party A:	Beijing Yangguang Gudi Science Development Co., Ltd. (hereinafter
“Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at
Room 1811, 18/F, Building No.2, #1 Shangdi 10th Avenue, Haidian District, Beijing, PRC;







 


		Party B:	


Haoyong Yang (hereinafter “Pledgor”), a citizen
of China with Chinese Identification No.:                  ; and












 


		Party C:	Beijing Shan Jing Ke Chuang Network Technology Co.,
Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at No.6, Anfu
Road, Houshayu Town, Shunyi District, Beijing, PRC.



 


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 0.31% of equity interests of Party C, representing RMB120,000 in the registered capital of Party C. Party C is a limited
liability company registered in Beijing, China, engaging in Internet information services and advertising services. 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;



 




    1 


     


    

 


		2.	Pledgee is a wholly foreign-owned enterprise registered in China.
Pledgee and Party C partially owned by Pledgor have executed an Exclusive Technology Consultant Agreement (as defined below) in
Beijing; Party C, Pledgee and Pledgor have executed an Exclusive Option Agreement (as defined below); Pledgee and Pledgor have
executed a Loan Agreement (as defined below); and Pledgor has executed a Power of Attorney to Pledgee.







 


		3.	To ensure that Party C and Pledgor fully perform their obligations under the Exclusive
                                                                              Technology Consultant Agreement, the Exclusive Option Agreement, the Loan Agreement and the Power of Attorney, Pledgor
                                                                              hereby                                                                               pledges to the Pledgee all of the equity
                                                                              interest he holds in Party C as security for Party C’s
                                                                              and Pledgor’s obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreement, the
                                                                              Loan                                                                               Agreement and the Power of Attorney.



 


To perform the provisions of the Transaction Documents,
the Parties have mutually agreed to execute this Agreement upon the following terms.


 


		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 Article
2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales
price of the Equity Interest.



 


		1.2	Equity Interest: shall refer to all of the equity interest now held and hereafter acquired by Pledgor
in Party C.



 


		1.3	Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.



 




    2 


     


    

 


		1.4	Transaction Documents: shall refer to the Exclusive Technology Consultant and Service
                                                                Agreement executed by and between Party C and Pledgee on January 18, 2012 (the “Exclusive Technology Consultant
                                                                Agreement”), the Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on August 6, 2015 (the
                                                                “Exclusive Option Agreement”), the Loan Agreement executed by and between Pledgee and Pledgor on
                                                                August 6, 2015 (the “Loan Agreement”), Power of Attorney executed on
                                                                August 6, 2015 by Pledgor (the “Power of Attorney”) and any modification, amendment and
                                                                restatement to the aforementioned documents.



 


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



 


		1.6	Secured Indebtedness: shall refer to all the direct, indirect or derivative losses of Pledgee,
including loss of expected profits, incurred as a result of any Event of Default (as defined below). The amount of such loss shall
be based on, including but not limited to the reasonable business plan and profit forecast of Pledgee, the consulting and service
fees payable to Pledgee under the Exclusive Business Cooperation Agreement and all expenses occurred in connection with enforcement
by Pledgee of Pledgor’s and/or Party C’s Contract Obligation.



 


		1.7	Event of Default: shall refer to any of the circumstances set forth in Article 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.



 






    3 


     


    

 


		2.	The Pledge 



 


		2.1	Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligation
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.



 


		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 from Pledgee. Dividends
received by Pledgor on Equity Interest shall be, subject to requirement of 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 give 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 the Pledgor in future capital increase shall be deemed as Equity Interest as well.



 


		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 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 give to Pledgee or any other person designated by Pledgee to the extent
                                                                permitted under applicable PRC laws.



 




    4 


     


    

 


		3.	Term of Pledge 



 


		3.1	The Pledge shall become effective on such date when the pledge of the Equity
                                                                                                Interest contemplated herein has been registered with relevant administration for industry and commerce (the
                                                                                                “AIC”). The Pledge shall be continuously valid until all Contract Obligations and Secured Indebtedness have been
                                                                                                fully performed and 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 filing.




 


		3.2	During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligation
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 


     


    

 


		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 


     


    

 


		6.	Covenants of Pledgor and Party C 



 


		6.1	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;



 


		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 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 Pledgee's rights to 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.



 




    7 


     


    

 


		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 Obligation
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.



 


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



 






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		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 Article 8 of this Agreement.



 


		8.	Exercise of Pledge 



 


		8.1	Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.



 


		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 Pledgee 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 be compensated
in priority by the conversion of the Equity Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee
shall have no liability for any loss incurred by its duly exercise of such rights and powers.



 




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		8.4	The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred
by disposing the Equity Interest and perform Contract Obligations and pay the Secured Indebtedness 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
give the aforementioned proceeds to Pledgee or any other person designated by Pledgee.



 


		8.5	Pledgee has the right to exercise any remedy measure available simultaneously or in any order.
Pledgee may exercise the right to be compensated from in priority by the conversion of the Equity Pledge 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 and 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 require Pledgor or Party C to compensate all damages; this Section 9 shall not prejudice
any other rights of Pledgee herein;



 




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		9.2	If Pledgee conducts any breach of any term of this Agreement, Pledgor or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		10.	Assignment 



 


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



 


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



 


		10.3	At any time, Pledgee may assign any and all of its rights and obligations under the Transaction
Documents to its designee(s), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement,
as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation
Agreement, upon Pledgee's request, Pledgor and/or Party C shall execute relevant agreements or other documents relating to such
assignment.



 


		10.4	In the event of a change in Pledgee due to an 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.



 




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		11.	Termination 



 


		11.1	Upon the fulfillment of all Contract Obligation 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, investors, legal counsels or
financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, 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 staff members or agencies hired by any Party shall be deemed disclosure of
such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section
shall survive the termination of this Agreement for any reason.


 


		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 China International Economic and Trade Arbitration Commission for arbitration,
in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall
be Chinese. The arbitration award shall be final and binding on all Parties.



 




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		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:



 


		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:	Beijing Yangguang Gudi Science Development Co.,
Ltd.



		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 




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		Party B:	Haoyong Yang



		Address:	 



		Phone:	 



		Facsimile:	 



 


		Party C:	Beijing Shan Jing Ke Chuang Network Technology
Co., Ltd.



		Address:	No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		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.


 




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		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. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version
and the English version, the Chinese version shall prevail.


 


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left blank


 




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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:	Beijing Yangguang Gudi Science Development Co., Ltd.	 
	 	 	 
	By:	 /s/ Haoyong Yang	 
	Name:	Haoyong Yang	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Haoyong Yang	 
	 	 	 
	By:	/s/ Haoyong Yang	 
	 	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.	 
	 	 	 
	By:	 /s/ Yang Liu	 
	Name:	Yang Liu	 
	Title:	Legal Representative	 


 




     


     


    


 


Attachments:


 


		1.	Shareholders' Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C;



 


		3.	Exclusive Technology Consultant and Service Agreement;



 


		4.	Loan Agreement;



 


		5.	Exclusive Option Agreement;



 


		6.	Power of Attorney.