Exhibit 4.10


 


Equity Pledge Agreement


 





This Equity Pledge Agreement (hereinafter
this “Agreement”) is entered into in Shanghai of the People’s Republic of China (hereinafter “PRC”)
as of May 1, 2019 by and between the following Parties:


 


Wei Ji, a PRC citizen,
with his identity card number of * and his domicile address at * (hereinafter “Pledgor”);


 


Hui Ling Computer Technology
Consulting (Shanghai) Co., Ltd., a company with limited liability established upon registration in Shanghai of the PRC with
its registered address at * (hereinafter “Pledgee”).


 


(Any single Party hereinafter referred
to as the “Party” and all Parties collectively - the “Parties”)


 


Whereas:


 


		(1)	Pledgor is the registered shareholder of Shanghai The9
Information Technology Co., Ltd. (a company with limited liability established and validly existing under the PRC Law, hereinafter
the “Company”), legally holding 64% equity of the Company (hereinafter the “Company Equity”),
all contributions to and equity proportion in the registered capital of Company as of the date of this Agreement are set out in
Appendix I hereto.



 


		(2)	Parties to this Agreement entered into the Exclusive Call
Option Agreement dated May 1, 2019 (hereinafter the “Exclusive Call Option Agreement”), pursuant
to which Pledgor shall, to the extent permitted by the PRC Law, transfer at the request of Pledgee all or part of his equity interests
in Company to Pledgee and/or any other entities or persons designated by Pledgee.



 


		(3)	Parties to this Agreement entered into Shareholder Voting Proxy Agreement dated May 1, 2019
                                                                              (hereinafter the “Proxy Agreement”), pursuant to which Pledgor shall irrevocably entrust person appointed
                                                                              by the Pledgee in a due course with full power to exercise on his behalf all of his shareholders’ voting rights in the
                                                                              Company.



 




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		(4)	Pursuant to the Loan Agreement (hereinafter the “Loan
Agreement”) dated May 1, 2019 between Pledgee and pledgors (namely, the Pledgor and the other pledger,
hereinafter "Pledgors"), Pledgee has already provided Pledgor with a loan in aggregate amount of fourteen million
seven hundred and twenty thousand Renminbi (RMB14,720,000), which shall be repaid, at the sole discretion of Pledgee, by Pledgor
promptly at the written repayment request by Pledgee to Pledgor.



 


		(5)	As the guarantee by Pledgor for his performance of the
Contractual Obligations (as defined below) and repayment of the Guaranteed Liabilities (as defined below), Pledgor agrees to pledge
all of his Company Equity to Pledgee, and grant herewith to Pledgee the right of first priority in the pledging.



 


The Parties hereby have reached the following
agreement upon mutual consultations:


 


Article 1 - Definition


 


		1.1	Except as otherwise construed in the context, the following
terms in this Agreement shall be interpreted to have the following meanings:



 


“Contractual Obligations”
shall mean all contractual obligations of Pledgor under this Agreement, the Loan Agreement, Exclusive Call Option Agreement and
Proxy Agreement; all contractual obligations of the Company under the Proxy Agreement.


 


“Guaranteed Liabilities”
shall mean all direct, indirect and derivative losses and loss of foreseeable profits suffered by Pledgee due to any Breaching
Event (as defined below) of Pledgor and/or the Company, the amount of which shall be determined by Pledgee in its absolute sole
discretion, to which Pledgor shall be subject; and all fees incurred by Pledgee for its enforcement of the Contractual Obligations
of Pledgor and/or the Company.


 


“Transaction Agreements”
shall mean the Loan Agreement, Exclusive Call Option Agreement and Proxy Agreement.


 


“Breaching Event” shall
mean any breach by Pledgor of his Contractual Obligations under the Loan Agreement, Exclusive Call Option Agreement, Proxy Agreement
and/or this Agreement, and any breach by the Company of its Contractual Obligations under the Proxy Agreement.


 




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“Pledged Property” shall
mean all of Pledgor’s Company Equity legally owned by Pledgor as of the effectiveness hereof, which Pledgor shall pledge
to Pledgee according to provisions hereof as his and the Company’s guarantee for the performance of their Contractual Obligations,
with the particular pledged equity shares of Pledgor to be seen in Appendix I hereto, and the increased contribution amounts and
interests as according to 2.6 and 2.7 hereof.


 


“PRC Law” shall mean
the then valid laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding
regulatory documents of the People’s Republic of China.


 


		1.2	The references to any PRC Law herein shall be deemed (1)
to include the references to the amendments, changes, supplements and reenactments of such law, irrespective of whether they take
effect before or after the formation of this Agreement; and (2) to include the references to other decisions, notices or regulations
enacted in accordance therewith or effective as a result thereof.



 


		1.3	Except as otherwise stated in the context herein, all references
to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.



 


Article 2 – Equity Pledge


 


		2.1	Pledgor hereby agrees to pledge the Pledged Property, which
he legally own and have the right to dispose of, to Pledgee according to the provisions hereof as the repayment guarantee for
the Guaranteed Liabilities.



 


		2.2	Pledgor hereby undertakes that he will be responsible for,
on the date hereof, recording the arrangement of the equity pledge hereunder (hereinafter the “Equity Pledge”)
on the shareholder register of the Company. Both Parties shall make every effort to apply to the company's industrial and commercial
registration authority for the registration of Equity Pledge under this Agreement as soon as possible after the signing of this
Agreement.



 




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		2.3	During the valid term of this Agreement, except for willful
intent, gross negligence of Pledgee or negligence as a direct cause/result to the consequence, Pledgee shall not be liable in
any way to, nor shall Pledgor has any right to claim in any way or propose any demands on Pledgee, in respect of the reduction
in value of the Pledged Property.



 


		2.4	Without prejudice to the provision of 2.3 above, in case
of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights,
Pledgee may demand Pledgor to provide corresponding guarantee as supplements. Where Pledgor fails to do so, Pledgee may at any
time auction or sell off the Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction
or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where
Pledgee is domiciled (any fees incurred in relation thereto shall be borne by Pledgors).



 


		2.5	In case of any Breaching Event, Pledgee shall have the
right to dispose of the Pledged Property in the way set out in Article 4 hereof.



 


		2.6	Only upon prior consent by Pledgee shall Pledgor be able
to increase his capital contribution to the Company. Pledgor’s increased capital amount in the Company due to increased
capital contribution to the Company shall also be part of the Pledged Property.



 


		2.7	Only upon prior consent by Pledgee shall Pledgor be able
to receive dividends from the Pledged Property. The dividends received by Pledgor from the Pledged Property shall be deposited
into Pledgee’s bank account designated by Pledgee, to be under the supervision of Pledgee and used as the Pledged Property
to repay in priority the Guaranteed Liabilities.



 


		2.8	Each of Pledgors agrees to bear joint and several liabilities
to Pledgee for any Breaching Event caused by the other pledgor. Pledgee shall have the right, upon occurrence of the Breaching
Event, dispose of any Pledged Property of any of Pledgors in accordance with the provisions hereof.



 




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Article 3 – Release of Pledge


 


		3.1	Upon full and complete performance by Pledgor and the Company
of all Contractual Obligations and cleared all Guaranteed Liabilities, Pledgee shall, at the request of Pledgor, release the pledge
hereunder, and shall cooperate with Pledgor to handle the formalities to cancel the record of the Equity Pledge in the shareholder
register of the Company, with the reasonable fees to be incurred in connection with the release of the pledge to be borne by Pledgee.



 


Article 4 – Disposal of the Pledged
Property


 


		4.1	Pledgor and Pledgee agree hereby that, in case of any Breaching
Event, Pledgee shall have the right to exercise, upon giving written notice to Pledgors, all of its remedies and powers at breaching
entitled under the PRC Law, Transaction Agreements and the terms hereof, including but not limited to repayment in priority with
proceeds from auctions or sale-offs of the Pledged Property. Pledgee shall not be liable for any loss as the result of its reasonable
exercise of such rights and powers.



 


		4.2	Pledgee shall have the right to designate in writing its
legal consultant or other agents to exercise on its behalf any and all rights and powers set out above, and Pledgor shall not
oppose thereto.



 


		4.3	The reasonable costs incurred by Pledgee in connection
with its exercise of any and all rights and powers set out above can be covered by Pledgee by its right to deduct such actual
costs from the proceeds it acquires from the exercise of the rights and powers.



 


		4.4	The proceeds Pledgee acquires from the exercise of its
rights and powers shall be used in the priority order as follows:



 


		-	First, to pay any cost incurred in connection with
the disposal of the Pledged Property and the exercise by Pledgee of its rights and powers (including remuneration paid to its
legal consultant and agents);



 


		-	Second, to pay any taxes payable for the disposal of
the Pledged Property; and



 


		-	Third, to repay Pledgee for the Guaranteed Liabilities.



 




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In case of
any balance after payment of the above amounts, Pledgee shall return the same to Pledgor or other persons entitled thereto according
to the relevant laws and rules, or submit the same to the local notary institution where Pledgee is domiciled (any fees incurred
in relation thereto shall be borne by Pledgor).


 


		4.5	Pledgee shall have the option to exercise, simultaneously
or in certain sequence, any of the remedies at breaching it is entitled to; Pledgee is not obliged to exercise other remedies
at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.



 


Article 5 – Fees and Costs


 


		5.1	All actual costs in connection with the establishment of
the Equity Pledge hereunder, including but not limited to stamp duties, any other taxes, all legal fees, etc shall be borne by
Pledgor and Pledgee respectively.



 


Article 6 – Continuity and No
Waive


 


		6.1	The Equity Pledge hereunder is a continuous guarantee,
with its validity to continue until the full performance of the Contractual Obligations or the full repayment of the Guaranteed
Liabilities. Neither exemption or grace period granted by Pledgee to Pledgor in respect of the breach, nor delay by Pledgee in
exercising any of its rights under the Transaction Agreements and this Agreement shall affect the rights of Pledgee under this
Agreement, relevant PRC Law and the Transaction Agreements, the rights of Pledgee to demand at any time thereafter the strict
performance of the Transaction Agreements and this Agreement by Pledgors or the rights Pledgee may be entitled to due to subsequent
breach by Pledgor of the Transaction Agreements and/or this Agreement.



 


Article 7 – Representations and
Warranties


 


Each of Pledgors hereby jointly and severally
represents and warrants to Pledgee as follows:


 


		7.1	Pledgors are PRC citizens with full capacity, with legal
right and capacity to execute this Agreement and to bear legal obligations hereunder.



 




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		7.2	All reports, documents and information provided by Pledgors
to Pledgee prior to the effectiveness of this Agreement concerning Pledgors and all issues required by this Agreement are true
and valid in all material aspects as of the execution hereof.



 


		7.3	All reports, documents and information provided by Pledgors
to Pledgee after the effectiveness of this Agreement concerning Pledgors and all issues required by this Agreement are true and
valid in all material aspects at the time of their provisions.



 


		7.4	At the time of the effectiveness of this Agreement, Pledgors
are the sole legal owner of the Pledged Property, with no existing dispute whatever concerning the ownership of the Pledged Property.
Pledgors have the right to dispose of the Pledged Property or any part thereof.



 


		7.5	Except for the encumbrance set on the Pledged Property
hereunder and the rights set under the Transaction Agreements, there is no other encumbrance or third party interest on the Pledged
Property.



 


		7.6	The Pledged Property is capable of being pledged or transferred
according to the laws, and Pledgors have the full right and power to pledge the Pledged Property to Pledgee according to this
Agreement.



 


		7.7	This Agreement constitutes the legal, valid and binding
obligations on Pledgors when it is duly executed by Pledgors.



 


		7.8	Any consent, permission, waive or authorization by any
third person, or any approval, permission or exemption by any government authority, or any registration or filing formalities
(if required by laws) with any government authority to be handled or obtained in respect of the execution and performance hereof
and the Equity Pledge hereunder have already been handled or obtained (subject to provision 2.2 hereof), and will be fully effective
during the valid term of this Agreement.



 


		7.9	The execution and performance by Pledgors of this Agreement
are not in violation of or conflict with any laws applicable to them, or any agreement to which they are a party or which has
binding effect on their assets, any court judgment, any arbitration award, or any administration authority decision.



 




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		7.10	The pledge hereunder constitutes the encumbrance of first
order in priority on the Pledged Property.



 


		7.11	All taxes and fees payable in connection with acquisition
of the Pledged Property have already been paid in full amount by Pledgors.



 


		7.12	There is no pending or, to the knowledge of Pledgors, threatened
litigation, legal process or demand by any court or any arbitral tribunal against Pledgors, or their property, or the Pledged
Property, nor is there any pending or, to the knowledge of Pledgors, threatened litigation, legal process or demand by any government
authority or any administration authority against Pledgors, or their property, or the Pledged Property, which is of material or
detrimental effect on the economic status of Pledgors or their capability to perform the obligations hereunder and the Guaranteed
Liabilities.



 


		7.13	Pledgors hereby warrant to Pledgee that the above representations
and warranties will remain true and correct at any time and under any circumstance before the Contractual Obligations are fully
performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with.



 


Article 8 – Undertakings by Pledgors


 


Each of Pledgors hereby jointly and severally
undertakes to Pledgee as follows:


 


		8.1	In case that the value of the Pledged Property is detrimentally
affected due to any cause not attributable to Pledgee, Pledgors shall at the request of Pledgee provide Pledgee with further guarantee
in the way and on the terms acceptable to Pledgee, as to supplement or replace the Pledged Property fully.



 


		8.2	Without the prior written consent by Pledgee, Pledgors
shall not establish or permit to establish any new pledge or any other encumbrance on the Pledged Property; pledge or any other
encumbrance on the whole or part of the Pledged Property established without the prior written consent by Pledgee shall be null
and void.



 




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		8.3	Without first giving written notice to Pledgee and having
Pledgee’s prior written consent, Pledgors shall not transfer the Pledged Property, and any attempt by Pledgors to transfer
the Pledged Property shall be null and void. The proceeds from transfer of the Pledged Property by Pledgors shall be used to repay
to Pledgee in advance the Guaranteed Liabilities or submit the same to the third party agreed with Pledgee.



 


		8.4	In case of any litigation, arbitration or other demand
which may affect detrimentally the interest of Pledgors or Pledgee under the Transaction Agreements and hereunder or the Pledged
Property, Pledgors undertake to notify Pledgee thereof in writing as soon as possible and promptly and shall take, at the reasonable
request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.



 


		8.5	Pledgors shall not carry on or permit any act or action
which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property.



 


		8.6	Pledgors shall provide, during the first month of each
calendar quarter, Pledgee with the financial statement of Shanghai The9 Information Technology Co., Ltd. for the preceding calendar
quarter, including but not limited to its balance sheet, profit statement and cash flow statement.



 


		8.7	Upon signing this Agreement, Pledgors will do their utmost
and take all necessary measures to register Equity Pledge under this Agreement within the relevant administrative departments
for Industry and Commerce as soon as possible, besides Pledgors guarantee that they shall, at the reasonable request of Pledgee,
take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereof)
as to ensure the pledge interest of Pledgee in the Pledged Property and the exercise and realization of the rights thereof.



 


		8.8	In case of assignment of any Pledged Property as the result
of the exercise of the right to the pledge hereunder, Pledgors guarantee that they will take all necessary measures to realize
such assignment.



 




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		8.9	The Pledgors shall ensure that the convening procedures,
voting methods and contents of the meetings of shareholders and board of directors convened for the purpose of approving this
Agreement, pledge right grant and pledge right exercise do not violate laws, administrative regulations or articles of association.



 


Article 9 – Change of Circumstances


 


		9.1	As supplement and subject to compliance with other terms
of the Transaction Agreements and this Agreement, in case that at any time the promulgation or change of any PRC Law, regulations
or rules, or change in interpretation or application of such laws, regulations and rules, or the change of the relevant registration
procedures enables Pledgee to believe that it will be illegal or in conflict with such laws, regulations or rules to further maintain
the effectiveness of this Agreement and/or dispose of the Pledged Property in the way provided herein, Pledgors shall, at the
written direction of Pledgee and in accordance with the reasonable request of Pledgee, promptly take actions and/or execute any
agreement or other document, in order to:



 


		(1)	keep this Agreement remain in effect;



		(2)	facilitate the disposal of the Pledged Property in
the way provided herein; and/or



		(3)	maintain or realize the guarantee established or intended
to establish hereunder.



 


Article 10 – Effectiveness and
Term of This Agreement


 


		10.1	This Agreement shall remain effective unless the satisfaction
of all of the following conditions:



 


		(1)	this Agreement is duly executed by each of the Parties;
and



		(2)	the Equity Pledge hereunder has been legally recorded
in the shareholders’ register of the Company.



 


Pledgors shall provide the registration
certification of the Equity Pledge being recorded in the shareholders’ register as mentioned above to Pledgee in a way satisfactory
to Pledgee.


 




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		10.2	This Agreement shall have its valid term until the full
performance of the Contractual Obligations or the full repayment of the Guaranteed Liabilities.



 


Article 11 - Notice


 


		11.1	Any notice, request, demand and other correspondences made
as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.



 


		11.2	The abovementioned notice or other correspondences shall
be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been
delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the
same if posted by mail.



 


Article 12 - Miscellaneous


 


		12.1	Pledgee may, upon notice to Pledgors but not necessarily
with Pledgors’ consent, assign Pledgee’s rights and/or obligations hereunder to any third party; provided that Pledgors
may not, without Pledgee’s prior written consent, assign Pledgors’ rights, obligations and/or liabilities hereunder
to any third party. Successors or permitted assignees (if any) of Pledgors shall continue to perform the obligations of Pledgors
under this Agreement.



 


		12.2	The amount of the Guaranteed Liabilities decided by Pledgee
at its sole discretion in its exercise of the right of pledge to the Pledged Property according to this Agreement shall be the
conclusive evidence of the Guaranteed Liabilities hereunder.



 


		12.3	This Agreement shall be prepared in the Chinese language
in four (4) original copies, with each involved Party holding one (1) copy hereof. One (1) original copy shall be given out to
administration for industry and commerce for Equity Pledge registration purpose.



 


		12.4	The formation, validity, execution, amendment, interpretation
and termination of this Agreement shall be subject to the PRC Laws.



 




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		12.5	Any disputes arising hereunder and in connection herewith
shall be settled through consultations among the Parties, and if the Parties cannot reach an agreement regarding such disputes
within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration
Commission Shanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of such Commission, and the arbitration
award shall be final and binding on all Parties.



 


		12.6	Any rights, powers and remedies empowered to any Party
by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws
and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its
exercise of its other rights, powers and remedies by such Party.



 


		12.7	Any failure or delay by a Party in exercising any of its
rights, powers and remedies hereunder or in accordance with laws (hereinafter the “Party’s Rights”) shall
not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party’s Rights shall not preclude
such Party from exercising such rights in any other way and exercising the remaining part of the Party’s Rights.



 


		12.8	The titles of the Articles contained herein shall be for
reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.



 


		12.9	Each provision contained herein shall be severable and
independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.



 


		12.10	Any amendments or supplements to this Agreement shall be
made in writing. Except for assignment by Pledgee of its rights hereunder according to Article 12.1 of this Agreement, the amendments
or supplements to this Agreement shall take effect only when properly signed by the Parties to this Agreement.



 


		12.11	This Agreement shall be binding on the legal successors
of the Parties.



 




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		12.12	At the time of execution hereof, each of Pledgors shall
sign respectively a power of attorney (hereinafter the “Power of Attorney”) to authorize any person designated
by Pledgee to sign on their behalf according to this Agreement any and all legal documents necessary for the exercise by Pledgee
of its rights hereunder. Such Power of Attorney shall be delivered to Pledgee to keep in custody and, when necessary, Pledgee
may at any time submit the Power of Attorney to the relevant government authority.



 


[The following is intended to be blank]


 




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IN WITNESS HEREOF, the Parties have
caused this Agreement to be executed as of the date and in the place first here above mentioned.


 


	Wei Ji	 	 
	Signature:	/s/ Wei Ji	 


 


Hui Ling Computer Technology Consulting
(Shanghai) Co., Ltd.


(Company chop)


 


	Signature by Authorized
    Representative: 	/s/
    Authorized Signatory	 






 


Name: Authorized Signatory


Position: Authorized Signatory


 




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Appendix I:


 




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Appendix II:


 


Format of the Power of Attorney


 


I, Wei Ji, hereby irrevocably entrust
____________, with his/her identity card number ____________, to be my authorized trustee to sign on my behalf all legal
documents necessary or desirous for Hui Ling Computer Technology Consulting (Shanghai) Co., Ltd. to exercise its rights under
the Equity Pledge Agreement Regarding Shanghai The9 Information Technology Co., Ltd. between it and myself.


 


	 	Signature:_______________
	 	Date:___________________


  




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Equity Pledge Agreement


 


This Equity Pledge Agreement (hereinafter
this “Agreement”) is entered into in Shanghai, People’s Republic of China (hereinafter “PRC”)
as of May 1, 2019 by and between the following Parties:


 


Zhimin Lin, a PRC
citizen, with his identity card number of


* and his domicile address
at * (hereinafter “Pledgor”);


 


Hui Ling Computer Technology
Consulting (Shanghai) Co., Ltd., a company with limited liability established upon registration in Shanghai of the PRC with
its registered address at * (hereinafter “Pledgee”).


 


(Any single Party hereinafter referred
to as the “Party” and all Parties collectively - the “Parties”)


 


Whereas:


 


		(1)	Pledgor is the registered shareholder of Shanghai The9
Information Technology Co., Ltd. (a company with limited liability established and validly existing under the PRC Law, hereinafter
the “Company”), legally holding 36% equity of the Company (hereinafter “Company Equity”),
all contributions to and equity proportion in the registered capital of the Company as of the date of this Agreement are set out
in Appendix I hereto.



 


		(6)	Parties to this
Agreement entered into the Exclusive Call Option Agreement dated May 1, 2019 (hereinafter the “Call Option Agreement”),
pursuant to which Pledgor shall, to the extent permitted by the PRC Law, transfer at the request of Pledgee all or part of his
equity interests in Company to Pledgee and/or any other entities or persons designated by Pledgee.



 


		(7)	Parties to this Agreement entered into Shareholders Voting Proxy Agreement dated May 1, 2019
                                                                              (hereinafter the “Proxy Agreement”), pursuant to which Pledgor shall irrevocably entrust person appointed
                                                                              by the Pledgee in a due course with full power to exercise on this behalf all of his shareholders’ voting rights in the
                                                                              Company.



 




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		(8)	Pursuant to the
Loan Agreement (hereinafter the “Loan Agreement”) dated May 1, 2019 between Pledgee and pledgors (namely, the
Pledgor and the other pledger, hereinafter "Pledgors"), Pledgee has already provided Pledgor with a loan in aggregate
amount of eight million two hundred and eighty thousand Renminbi (RMB8,280,000), which shall be repaid, at the sole discretion
of Pledgee, by Pledgor promptly at the written repayment request by Pledgee to Pledgor.



 


		(9)	As the guarantee by Pledgor for his performance of the
Contractual Obligations (as defined below) and repayment of the Guaranteed Liabilities (as defined below), Pledgor agrees to pledge
all of his Company Equity to Pledgee, and grant herewith to Pledgee the right of first priority in the pledging.



 


The Parties hereby have reached the following
agreement upon mutual consultations:


 


Article 1 - Definition


 


		1.1	Except as otherwise construed in the context, the following
terms in this Agreement shall be interpreted to have the following meanings:



 


“Contractual Obligations”
shall mean all contractual obligations of Pledgor under this Agreement, the Loan Agreement, Exclusive Call Option Agreement and
Proxy Agreement; all contractual obligations of the Company under the Proxy Agreement.


 


“Guaranteed Liabilities”
shall mean all direct, indirect and derivative losses and loss of foreseeable profits suffered by Pledgee due to any Breaching
Event (as defined below) of Pledgor and/or the Company, the amount of which shall be determined by Pledgee in its absolute sole
discretion, to which Pledgor shall be subject; and all fees incurred by Pledgee for its enforcement of the Contractual Obligations
of Pledgor and/or the Company.


 


“Transaction Agreements”
shall mean the Loan Agreement, Exclusive Option Agreement and Proxy Agreement.


 


“Breaching Event” shall
mean any breach by Pledgor of his Contractual Obligations under the Loan Agreement, Exclusive Option Agreement, Proxy Agreement
and/or this Agreement, and any breach by the Company of its Contractual Obligations under the Proxy Agreement.


 




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“Pledged Property” shall
mean all of Pledgor’s Company Equity legally owned by Pledgor as of the effectiveness hereof, which Pledgor shall pledge
to Pledgee according to provisions hereof as his and the Company’s guarantee for the performance of their Contractual Obligations,
with the particular pledged equity shares of Pledgor to be seen in Appendix I hereto, and the increased contribution amounts and
interests as according to 2.6 and 2.7 hereof.


 


“PRC Law” shall mean
the then valid laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding
regulatory documents of the People’s Republic of China.


 


		1.2	The references to any PRC Law herein shall be deemed (1)
to include the references to the amendments, changes, supplements and reenactments of such law, irrespective of whether they take
effect before or after the formation of this Agreement; and (2) to include the references to other decisions, notices or regulations
enacted in accordance therewith or effective as a result thereof.



 


		1.3	Except as otherwise stated in the context herein, all references
to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.



 


Article 2 – Equity Pledge


 


		2.1	Pledgor hereby agrees to pledge the Pledged Property, which
he legally own and have the right to dispose of, to Pledgee according to the provisions hereof as the repayment guarantee for
the Guaranteed Liabilities.



 


		2.2	Pledgor hereby undertakes that he will be responsible for,
on the date hereof, recording the arrangement of the equity pledge hereunder (hereinafter the “Equity Pledge”)
on the shareholder register of the Company. Both Parties shall make every effort to apply to the company's industrial and commercial
registration authority for the registration of Equity Pledge under this Agreement as soon as possible after the signing of this
Agreement.



 


		2.3	During the valid term of this Agreement, except for willful
intent, gross negligence of Pledgee or negligence as a direct cause/result to the consequence, Pledgee shall not be liable in
any way to, nor shall Pledgor has any right to claim in any way or propose any demands on Pledgee, in respect of the reduction
in value of the Pledged Property.



 




    	 	3



     


    

 


		2.4	Without prejudice to the provision of 2.3 above, in case
of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights,
Pledgee may demand Pledgor to provide corresponding guarantee as supplements. Where Pledgor fails to do so, Pledgee may at any
time auction or sell off the Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceeds from such auction
or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where
Pledgee is domiciled (any fees incurred in relation thereto shall be borne by Pledgors).



 


		2.5	In case of any Breaching Event, Pledgee shall have the
right to dispose of the Pledged Property in the way set out in Article 4 hereof.



 


		2.6	Only upon prior consent by Pledgee shall Pledgor be able
to increase his capital contribution to the Company. Pledgor’s increased capital amount in the Company due to increased
capital contribution to the Company shall also be part of the Pledged Property.



 


		2.7	Only upon prior consent by Pledgee shall Pledgor be able
to receive dividends from the Pledged Property. The dividends received by Pledgor from the Pledged Property shall be deposited
into Pledgee’s bank account designated by Pledgee, to be under the supervision of Pledgee and used as the Pledged Property
to repay in priority the Guaranteed Liabilities.



 


		2.8	Each of Pledgors agrees to bear joint and several liabilities
to Pledgee for any Breaching Event caused by the other pledgor. Pledgee shall have the right, upon occurrence of the Breaching
Event, dispose of any Pledged Property of any of Pledgors in accordance with the provisions hereof.



 




    	 	4



     


    

 


Article 3 – Release of Pledge


 


		3.1	Upon full and complete performance by Pledgor and the Company
of all Contractual Obligations and cleared all Guaranteed Liabilities, Pledgee shall, at the request of Pledgor, release the pledge
hereunder, and shall cooperate with Pledgor to handle the formalities to cancel the record of the Equity Pledge in the shareholder
register of the Company, with the reasonable fees to be incurred in connection with the release of the pledge to be borne by Pledgee.



 


Article 4 – Disposal of the Pledged
Property


 


		4.1	Pledgor and Pledgee agree hereby that, in case of any Breaching
Event, Pledgee shall have the right to exercise, upon giving written notice to Pledgors, all of its remedies and powers at breaching
entitled under the PRC Law, Transaction Agreements and the terms hereof, including but not limited to repayment in priority with
proceeds from auctions or sale-offs of the Pledged Property. Pledgee shall not be liable for any loss as the result of its reasonable
exercise of such rights and powers.



 


		4.2	Pledgee shall have the right to designate in writing its
legal consultant or other agents to exercise on its behalf any and all rights and powers set out above, and Pledgor shall not
oppose thereto.



 


		4.3	The reasonable costs incurred by Pledgee in connection
with its exercise of any and all rights and powers set out above can be covered by Pledgee by its right to deduct such actual
costs from the proceeds it acquires from the exercise of the rights and powers.



 


		4.4	The proceeds Pledgee acquires from the exercise of its
rights and powers shall be used in the priority order as follows:



 


		-	First, to pay any cost incurred in connection with
the disposal of the Pledged Property and the exercise by Pledgee of its rights and powers (including remuneration paid to its
legal consultant and agents);



 


		-	Second, to pay any taxes payable for the disposal of
the Pledged Property; and



 


		-	Third, to repay Pledgee for the Guaranteed Liabilities.



 




    	 	5



     


    

 


In case of
any balance after payment of the above amounts, Pledgee shall return the same to Pledgor or other persons entitled thereto according
to the relevant laws and rules, or submit the same to the local notary institution where Pledgee is domiciled (any fees incurred
in relation thereto shall be borne by Pledgor).


 


		4.5	Pledgee shall have the option to exercise, simultaneously
or in certain sequence, any of the remedies at breaching it is entitled to; Pledgee is not obliged to exercise other remedies
at breaching before its exercise of the right to the auctions or sale-offs of the Pledged Property hereunder.



 


Article 5 – Fees and Costs


 


		5.1	All actual costs in connection with the establishment of
the Equity Pledge hereunder, including but not limited to stamp duties, any other taxes, all legal fees, etc shall be borne by
Pledgor and Pledgee respectively.



 


Article 6 – Continuity and No
Waive


 


		6.1	The Equity Pledge hereunder is a continuous guarantee,
with its validity to continue until the full performance of the Contractual Obligations or the full repayment of the Guaranteed
Liabilities. Neither exemption or grace period granted by Pledgee to Pledgor in respect of the breach, nor delay by Pledgee in
exercising any of its rights under the Transaction Agreements and this Agreement shall affect the rights of Pledgee under this
Agreement, relevant PRC Law and the Transaction Agreements, the rights of Pledgee to demand at any time thereafter the strict
performance of the Transaction Agreements and this Agreement by Pledgors or the rights Pledgee may be entitled to due to subsequent
breach by Pledgor of the Transaction Agreements and/or this Agreement.



 


Article 7 – Representations and
Warranties


 


Each of Pledgors hereby jointly and severally
represents and warrants to Pledgee as follows:


 


		7.1	Pledgors are PRC citizens with full capacity, with legal
right and capacity to execute this Agreement and to bear legal obligations hereunder.



 


		7.2	All reports, documents and information provided by Pledgors
to Pledgee prior to the effectiveness of this Agreement concerning Pledgors and all issues required by this Agreement are true
and valid in all material aspects as of the execution hereof.



 




    	 	6



     


    

 


		7.3	All reports, documents and information provided by Pledgors
to Pledgee after the effectiveness of this Agreement concerning Pledgors and all issues required by this Agreement are true and
valid in all material aspects at the time of their provisions.



 


		7.4	At the time of the effectiveness of this Agreement, Pledgors
are the sole legal owner of the Pledged Property, with no existing dispute whatever concerning the ownership of the Pledged Property.
Pledgors have the right to dispose of the Pledged Property or any part thereof.



 


		7.5	Except for the encumbrance set on the Pledged Property
hereunder and the rights set under the Transaction Agreements, there is no other encumbrance or third party interest set the Pledged
Property.



 


		7.6	The Pledged Property is capable of being pledged or transferred
according to the laws, and Pledgors have the full right and power to pledge the Pledged Property to Pledgee according to this
Agreement.



 


		7.7	This Agreement constitutes the legal, valid and binding
obligations on Pledgors when it is duly executed by Pledgors.



 


		7.8	Any consent, permission, waive or authorization by any
third person, or any approval, permission or exemption by any government authority, or any registration or filing formalities
(if required by laws) with any government authority to be handled or obtained in respect of the execution and performance hereof
and the Equity Pledge hereunder have already been handled or obtained (subject to provision 2.2 hereof), and will be fully effective
during the valid term of this Agreement.



 


		7.9	The execution and performance by Pledgors of this Agreement
are not in violation of or conflict with any laws applicable to them, or any agreement to which they are a party or which has
binding effect on their assets, any court judgment, any arbitration award, or any administration authority decision.



 




    	 	7



     


    

 


		7.10	The pledge hereunder constitutes the encumbrance of first
order in priority on the Pledged Property.



 


		7.11	All taxes and fees payable in connection with acquisition
of the Pledged Property have already been paid in full amount by Pledgors.



 


		7.12	There is no pending or, to the knowledge of Pledgors, threatened
litigation, legal process or demand by any court or any arbitral tribunal against Pledgors, or their property, or the Pledged
Property, nor is there any pending or, to the knowledge of Pledgors, threatened litigation, legal process or demand by any government
authority or any administration authority against Pledgors, or their property, or the Pledged Property, which is of material or
detrimental effect on the economic status of Pledgors or their capability to perform the obligations hereunder and the Guaranteed
Liabilities.



 


		7.13	Pledgors hereby warrant to Pledgee that the above representations
and warranties will remain true and correct at any time and under any circumstance before the Contractual Obligations are fully
performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with.



 


Article 8 – Undertakings by Pledgors


 


Each of Pledgors hereby jointly and severally
undertakes to Pledgee as follows:


 


		8.1	In case that the value of the Pledged Property is detrimentally
affected due to any cause not attributable to Pledgee, Pledgors shall at the request of Pledgee provide Pledgee with further guarantee
in the way and on the terms acceptable to Pledgee, as to supplement or replace the Pledged Property fully.



 


		8.2	Without the prior written consent by Pledgee, Pledgors
shall not establish or permit to establish any new pledge or any other encumbrance on the Pledged Property; pledge or any other
encumbrance on the whole or part of the Pledged Property established without the prior written consent by Pledgee shall be null
and void.



 




    	 	8



     


    

 


		8.3	Without first giving written notice to Pledgee and having
Pledgee’s prior written consent, Pledgors shall not transfer the Pledged Property, and any attempt by Pledgors to transfer
the Pledged Property shall be null and void. The proceeds from transfer of the Pledged Property by Pledgors shall be used to repay
to Pledgee in advance the Guaranteed Liabilities or submit the same to the third party agreed with Pledgee.



 


		8.4	In case of any litigation, arbitration or other demand
which may affect detrimentally the interest of Pledgors or Pledgee under the Transaction Agreements and hereunder or the Pledged
Property, Pledgors undertake to notify Pledgee thereof in writing as soon as possible and promptly and shall take, at the reasonable
request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.



 


		8.5	Pledgors shall not carry on or permit any act or action
which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property.



 


		8.6	Pledgors shall provide, during the first month of each
calendar quarter, Pledgee with the financial statement of Shanghai The9 Information Technology Co., Ltd. for the preceding calendar
quarter, including but not limited to its balance sheet, profit statement and cash flow statement.



 


		8.7	Upon signing this Agreement, Pledgors will do their utmost
and take all necessary measures to register Equity Pledge under this Agreement within the relevant administrative departments
for Industry and Commerce as soon as possible, besides Pledgors guarantee that they shall, at the reasonable request of Pledgee,
take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereof)
as to ensure the pledge interest of Pledgee in the Pledged Property and the exercise and realization of the rights thereof.



 


		8.8	In case of assignment of any Pledged Property as the result
of the exercise of the right to the pledge hereunder, Pledgors guarantee that they will take all necessary measures to realize
such assignment.



 




    	 	9



     


    

 


		8.9	The Pledgors shall ensure that the convening procedures,
voting methods and contents of the meetings of shareholders and board of directors convened for the purpose of approving this
Agreement, pledge right grant and pledge right exercise do not violate laws, administrative regulations or articles of association.



 


Article 9 – Change of Circumstances


 


		9.1	As supplement and subject to compliance with other terms
of the Transaction Agreements and this Agreement, in case that at any time the promulgation or change of any PRC Law, regulations
or rules, or change in interpretation or application of such laws, regulations and rules, or the change of the relevant registration
procedures enables Pledgee to believe that it will be illegal or in conflict with such laws, regulations or rules to further maintain
the effectiveness of this Agreement and/or dispose of the Pledged Property in the way provided herein, Pledgors shall, at the
written direction of Pledgee and in accordance with the reasonable request of Pledgee, promptly take actions and/or execute any
agreement or other document, in order to:



 


		(1)	keep this Agreement remain in effect;



		(2)	facilitate the disposal of the Pledged Property in
the way provided herein; and/or



		(3)	maintain or realize the guarantee established or intended
to establish hereunder.



 


Article 10 – Effectiveness and
Term of This Agreement


 


		10.1	This Agreement shall remain effective unless the satisfaction
of all of the following conditions:



 


		(1)	this Agreement is duly executed by each of the Parties;
and



		(2)	the Equity Pledge hereunder has been legally recorded
in the shareholders’ register of the Company.



 


Pledgors shall provide the registration
certification of the Equity Pledge being recorded in the shareholders’ register as mentioned above to Pledgee in a way satisfactory
to Pledgee.


 


		10.2	This Agreement shall have its valid term until the full
performance of the Contractual Obligations or the full repayment of the Guaranteed Liabilities.



 




    	 	10



     


    

 


Article 11 - Notice


 


		11.1	Any notice, request, demand and other correspondences made
as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.



 


		11.2	The abovementioned notice or other correspondences shall
be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been
delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the
same if posted by mail.



 


Article 12 - Miscellaneous


 


		12.1	Pledgee may, upon notice to Pledgors but not necessarily
with Pledgors’ consent, assign Pledgee’s rights and/or obligations hereunder to any third party; provided that Pledgors
may not, without Pledgee’s prior written consent, assign Pledgors’ rights, obligations and/or liabilities hereunder
to any third party. Successors or permitted assignees (if any) of Pledgors shall continue to perform the obligations of Pledgors
under this Agreement.



 


		12.2	The amount of the Guaranteed Liabilities decided by Pledgee
at its sole discretion in its exercise of the right of pledge to the Pledged Property according to this Agreement shall be the
conclusive evidence of the Guaranteed Liabilities hereunder.



 


		12.3	This Agreement shall be prepared in the Chinese language
in four (4) original copies, with each involved Party holding one (1) copy hereof. One (1) original copy shall be given out to
administration for industry and commerce for Equity Pledge registration purpose.



 


		12.4	The formation, validity, execution, amendment, interpretation
and termination of this Agreement shall be subject to the PRC Laws.



 




    	 	11



     


    

 


		12.5	Any disputes arising hereunder and in connection herewith
shall be settled through consultations among the Parties, and if the Parties cannot reach an agreement regarding such disputes
within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration
Commission Shanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of such Commission, and the arbitration
award shall be final and binding on all Parties.



 


		12.6	Any rights, powers and remedies empowered to any Party
by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws
and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its
exercise of its other rights, powers and remedies by such Party.



 


		12.7	Any failure or delay by a Party in exercising any of its
rights, powers and remedies hereunder or in accordance with laws (hereinafter the “Party’s Rights”) shall
not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party’s Rights shall not preclude
such Party from exercising such rights in any other way and exercising the remaining part of the Party’s Rights.



 


		12.8	The titles of the Articles contained herein shall be for
reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.



 


		12.9	Each provision contained herein shall be severable and
independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.



 


		12.10	Any amendments or supplements to this Agreement shall be
made in writing. Except for assignment by Pledgee of its rights hereunder according to Article 12.1 of this Agreement, the amendments
or supplements to this Agreement shall take effect only when properly signed by the Parties to this Agreement.



 


		12.11	This Agreement shall be binding on the legal successors
of the Parties.



 




    	 	12



     


    

 


		12.12	At the time of execution hereof, each of Pledgors shall
sign respectively a power of attorney (hereinafter the “Power of Attorney”) to authorize any person designated
by Pledgee to sign on their behalf according to this Agreement any and all legal documents necessary for the exercise by Pledgee
of its rights hereunder. Such Power of Attorney shall be delivered to Pledgee to keep in custody and, when necessary, Pledgee
may at any time submit the Power of Attorney to the relevant government authority.



 


[The following is intended to be blank]


 




    	 	13



     


    

  


IN WITNESS HEREOF, the Parties have
caused this Agreement to be executed as of the date and in the place first here above mentioned.


 


	 Zhimin Lin	 	 
	Signature:	/s/ Zhimin Lin	 


 


Hui Ling Computer Technology Consulting
(Shanghai) Co., Ltd.


(Company chop)


 





	Signature by Authorized
    Representative: 	/s/
    Authorized Signatory	 


Name: Authorized Signatory


Position: Authorized Signatory


 




    	 	14



     


    

 


Appendix I:


 




    	 	15



     


    

 


Appendix II:


 


Format of the Power of Attorney


 


I, Zhimin Lin, hereby irrevocably
entrust ____________, with his/her identity card number ____________, to be my authorized trustee to sign on my behalf all
legal documents necessary or desirous for Hui Ling Computer Technology Consulting (Shanghai) Co., Ltd. to exercise its rights
under the Equity Pledge Agreement Regarding Shanghai The9 Information Technology Co., Ltd. between it and myself.


 


	 	Signature:______________
	 	Date:__________________


 




    	 	16