This Loan Agreement (this “Agreement”) is entered into by the following parties (the “Parties”) on March 4, 2010 in the
People’s Republic of China (“PRC”):
Lender: Beijing Ambow Online Software Co., Ltd.
Address: 18th Floor, Building A, Chengjian Plaza, No.18, BeiTaiPingZhuang Road, Haidian District, Beijing
Contact: Jin Huang
Borrower: Xiaogang Feng
(1) Ambow Sihua Education and Technology Co., Ltd. (registration number: 110000010145411, the “Domestic Company”) is a
domestic enterprise lawfully established under the laws of China, with a registered capital of RMB 52.5 million, of which RMB
40 million contributed by Xiaogang Feng, representing 42.6% equity interest in the Domestic Company;
(2) Lender is a wholly-owned foreign enterprise established in China (“Lender”);
Through friendly consultations and in the spirit of equality and mutual benefits, the Parties agree as follows:
1.1 Lender agrees to provide a loan to Xiaogang Feng, the principal of which amounts to RMB 40 million.
1.2 Borrower agrees to accept the aforementioned loan provided to him by Lender and assume responsibilities in connection
with such loan.
1.3 The Parties agree that the loan under this Agreement shall bear no interest.
2. Pledge Security
Borrower hereby undertakes that the loan hereunder shall be only used to repay the loans borrowed for purposes of making
equity investment in the Domestic Company. Without Lender’s prior written consent, Borrower shall not use his equity interest
in the Domestic Company to pledge, assume obligations, create any third party interests, or transfer such equity interest to any
3.1 Borrower and Lender hereby mutually agree and acknowledge that, to the extent permitted by the PRC laws, Lender shall
determine at its sole discretion the timing and method of the repayment of the loan hereunder and notify Borrower in writing of
such arrangements seven (7) days in advance. Borrower and Lender furthe