Exclusive Technology Development, Consultancy and Services Agreement

A.

Shanghai Paya Information Technology Co., Ltd. (hereinafter referred to as “Party A”), a limited liability company legally established and validly existing according to the laws of the People’s Republic of China, has its registered address at ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇;

B.

Shanghai Biban Network Technology Co., Ltd. (hereinafter referred to as “Party B”), a limited liability company legally established and validly existing according to Chinese laws, has its registered address at ▇▇▇▇ ▇▇▇-▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Road, Juyuan New Park, Jiading District, Shanghai

1.

Party A is a wholly foreign-owned enterprise established in PRC, and has the resources and qualifications to provide technology development, consultation and services for Party B;

2.

Party A agrees to provide Party B with technology development, consultation and related services and Party B agrees to accept the above-mentioned technology development, consultation and related services provided by Party A.

I.

Technology Development, Consultation and Services; Exclusive and Proprietary Rights and Interests

1.

Party A agrees to provide Party B with related technology development, consultation and services as the provider of technology development, consultation and services during the term of this Agreement in accordance with the terms and conditions of this Agreement, including but not limited to the following:

2.

Party B agrees to accept technology development, consultation and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not accept the same or any similar technology development, consultation and services provided by any third party concerning the business mentioned above.

3.

Party A shall have exclusive and proprietary rights and interests in any and all rights and interests related to intellectual property arising from the performance of this agreement, including but not limited to the ownership and other interests of intellectual property involving trademark rights, copyrights, patent rights, etc., technical secrets, and trade secrets, whether developed by Party A or developed by Party B based on Party A’s original intellectual property.

4.

In order to guarantee that Party B meets the cash flow requirements in its daily operation and/or offset any losses incurred in the course of its operation, Party A may, at its discretion, decide whether to provide financial support for Party B (only to the extent permitted by Chinese laws), regardless of whether Party B actually incurs any such operating loss. If Party A elects to provide financial support for Party B, Party B must accept such financial support provided by Party A. Party A may provide financial support for Party B in the form of bank entrusted loan or offering a loan, and shall sign such contract on entrusted loan or offering a loan separately.

5.

Service-providing Methodology of Party A

1.

The Parties agree that Party B shall pay the fees of technology development, consultation and services (hereinafter referred to as the “Consultation and Service Fees”) under this Agreement to Party A on an annual basis or at a time otherwise agreed by the Parties. In principle, Party B shall pay Party A one hundred percent (100%) of the balance (hereinafter referred to as the “Net Income”) of its total income on the basis of consolidated statements after deducting the business cost agreed by the Parties as Consultation and Service Fees, however, the specific amount of Consultation and Service Fees can be determined by the Parties through separate negotiations. Party A has the rights to adjust the amount of Consultation and Service Fees in written form in advance at its sole discretion in accordance with the current year’s service contents of Party A and the business needs of Party B. Party B shall provide Party A with the financial statements and all operating data, business contracts and financial information of Party B for such year within ninety (90) days after the end of each fiscal year, such financial statements shall be audited and certified by an independent certified public accountant approved by Party A. In the event that Party A have doubts on the financial information provided by Party B, Party A may appoint a reputable independent accountant to audit the relevant information, and Party B shall be cooperative for that. Party B hereby undertakes that the aforementioned materials provided by Party B shall be true, valid, accurate and complete. Party B shall bear full liability for losses incurred by Party A due to defects in the aforesaid materials provided by Party B. Party B irrevocably undertakes to indemnify Party A accordingly for the reduced or exempted amount of payment, provided that Party B’s obligation to pay the service fees hereunder is reduced or exempted arising out of providing false materials to Party A by Party B.

2.

The amount of Consultation and Service Fees shall be determined by the following factors:

3.

The taxes and fees arising from the implementation of this Agreement shall be borne by the Parties according to the laws of China.

1.

Party A hereby represents and warrants as follows:

2.

Party B hereby represents and warrants as follows:

1.

The Parties acknowledge that any oral or written information exchanged between them on this Agreement is regarded as confidential information (hereinafter referred to as “Confidential Information”). Each Party shall maintain confidentiality of all such Confidential Information, and such Party shall not disclose any relevant Confidential Information to any third party, without obtaining the written consent of the other Party except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s disclosure to public); (b) is required to be disclosed pursuant to the applicable laws or the regulations or rules of any stock exchange; or (c) is disclosed by either Party to its shareholders, directors, employees, legal advisors or financial advisors etc. in connection with the transactions under this Agreement, and such persons are also bound by confidentiality obligations similar to those provided in this Article. Disclosure of any Confidential Information by shareholders, directors, employees, legal advisers or financial advisers of any Party shall be deemed disclosure of such confidential information by such Party, and such Party shall be held liable for this.

2.

The Parties agree that these terms shall remain effective regardless of whether this Agreement

1.

This Agreement is signed and shall be effective as of the date indicated on commencement herein. This Agreement shall remain effective for twenty (20) years unless it is early terminated in accordance with this Agreement or other related agreements concluded by the Parties.

2.

This Agreement may be extended upon Party A’s written confirmation prior to its expiration. The extension of the term shall be determined by Party A and, Party B must agree to it unconditionally. Party A shall have the rights to elect another extension of the validity period.

1.

This Agreement shall terminate on the date of expiration unless it is renewed in accordance with the relevant terms.

2.

Party B shall not terminate this Agreement in advance during the term of this Agreement. Notwithstanding, Party A may terminate this Agreement by giving thirty (30) day’s prior written notice to Party B at any time.

3.

The rights and obligations of the Parties under Articles IV, V, and VIII of this Agreement shall remain effective upon the termination of this Agreement.

1.

The execution, validity, interpretation, performance, amendment and termination of this Agreement and the dispute resolution shall be governed by the laws of China (for the purpose of this Agreement, the laws of Hong Kong, Macau and Taiwan regions are not included).

2.

In the event of any dispute arising out of or in connection with this Agreement, the Parties shall resolve the dispute through negotiation. If the dispute cannot be resolved through negotiation within fifteen (15) working days after its occurrence, either Party shall be entitled to submit the dispute to the China International Economic and Trade Arbitration Commission

3.

The arbitral tribunal may award the indemnity or compensation to the Party A for losses caused to the Party A due to the default by Party B in respect of the equity interests, assets or property interests of the Party B, award injunctive relief in respect of the relevant business or compulsory asset transfer, or order Party B to go bankrupt. After the arbitration award becomes effective, either Party shall be entitled to apply to the court with jurisdiction for enforcement of arbitration award. If necessary, before making a final ruling on the disputes between the Parties, the arbitration institution shall be entitled to rule that the breaching party should immediately stop the breach of Agreement or that the breaching party should not engage in any act that may further expand the losses suffered by the Party A. The courts of Hong Kong, the Cayman Islands or other courts with jurisdiction (including the court where the domicile of Party B is located, and the court where the main assets of the Party B or the Party A are located shall be deemed to have jurisdiction) shall also be entitled to grant or enforce the award of arbitral tribunal, to award or enforce provisional relief for the equity interest or property interest of the Party B, and to make an award or judgment to give provisional relief to the party initiating arbitration while awaiting the formation of arbitral tribunal or in other appropriate circumstances, such as an award or judgment that the breaching party should immediately stop the breach of Agreement or that the breaching party should not engage in any act that may further expand the losses suffered by Party A.

4.

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 shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

1.

“Force majeure” means any event beyond the reasonable foreseeability and control of a party, which is inevitable and insurmountable with the reasonable attention of the affected party, including but not limited to government actions, natural forces, infectious diseases, fire disasters, explosions, storms, floods, earthquakes, tides or wars. However, the lack of credit, funds or financing shall not be regarded as a matter beyond the reasonable control of a party. The party that is affected by force majeure and seeks to be exempted from performance liability shall notify the other party of such force majeure as soon as possible, and inform the other party of the details of the force majeure events, explaining the reasons for its failure to perform, partially perform or request for delay of performance.

2.

Where performance of this Agreement is delayed or hindered due to force majeure as defined above, the party affected by force majeure shall not be liable for such delay or obstruction. The party affected by force majeure shall take appropriate measures to minimize or remove the effect of force majeure and, do its best to resume performance of the obligations delayed or hindered by force majeure. Once the force majeure events are removed, the Parties agree to resume the performance of obligations under this Contract with their best efforts.