Share Pledge Agreement
Ambow Online Software Co., Ltd.
Xiaogang Feng & Xuejun Xie
October 31, 2009
This Share Pledge Agreement (this “Agreement”) is entered into by and among the following parties on October 31, 2009:
Pledgee: Beijing Ambow Online Software Co., Ltd.
Legal Representative: Jin Huang
Principal Office: 18th Floor, Building A, Chengjian Plaza, No.18 North
Taipingzhuang Road, Haidian District, Beijing
Pledgor 1: Xiaogang Feng
Address: 8 Changde Road, Heping District, Tianjin
Pledgor 2: Xuejun Xie
Address: 5 Jing’an Road, Jinjiang District, Chengdu
(Pledgor 1 and Pledgor 2 are collectively referred to as “Pledgors”)
(1) Beijing Ambow Online Software Co., Ltd. entered into Technology Service Agreement with Shanghai Ambow Education
Information Consulting Co., Ltd. (“Ambow Shanghai”) and the companies and schools directly or wholly owned or controlled
by Ambow Shanghai (“Subsidiaries”) respectively on October 31, 2009;
(2) Pledgor 1 and Pledgor 2 are shareholders of Ambow Shanghai, holding 20% and 80% of the equity interest in Ambow
(3) Pledgors agree to pledge all of their equity interests in Ambow Shanghai to Pledgee as a security for Ambow Shanghai and
its Subsidiaries’ performance of their obligations under the Technology Service Agreement.
NOW THEREFORE, the Parties agree as follows after friendly consultations:
1.1 Unless otherwise specified herein, all of the following terms shall have the meanings defined below.
1.1.1 “Secured Debt” means the payment obligation and other relevant obligations to Pledgee assumed by Ambow Shanghai
and its Subsidiaries under the aforementioned Technology Service Agreement, liquidated damage and other relevant costs, and
all costs (including attorney fees) and other amounts paid by Pledgee to realize Pledgee’s rights under Technology Service
Agreement in the event that Ambow Shanghai and its Subsidiaries commit a breach. If Ambow Shanghai contr