Third Amended and Restated Option Purchase Agreement

Party A is a wholly foreign-owned enterprise duly incorporated and validly existing in the territory of the People’s Republic of China (the “PRC”);

Shanghai Yueyee Network Information Technology Co., Ltd. (the “Company”) is a limited liability company incorporated in the PRC;

Party B is one of the Company’s shareholders, holding 72.3425% of the Company’s equity interests;

Party A and Party B entered into a certain Second Amended and Restated Option Purchase Agreement on April 11, 2018;

The Parties agree to execute this Agreement, which supersedes the Second Amended and Restated Option Purchase Agreement as of the execution date hereof.

▇▇▇▇▇ of Option

Grant

Term

Exercise of Option and Closing

Exercise Schedule

Party B agrees that, to the extent permitted under the laws of the PRC, Party A may exercise all or part of the Option hereunder at any time hereafter.

Party B agrees that there is no limit to the number of times that Party A may exercise the Option, unless Party A has acquired all of the Company’s equity interests held by Party B.

Party B agrees that Party A may appoint a third party as its attorney-in-fact to exercise the Option, provided that Party A shall notify Party B in writing prior to such exercise.

Transfer

Exercise Notice

Party A who intends to exercise the Option shall notify Party B in writing ten (10) business days prior to the Closing Date (as defined below), which notice shall specify the following:

the date of effective closing of the equity interests acquired upon exercise of the Option (the “Closing Date”);

the name of registered holder of the equity interests acquired upon exercise of the Option;

number of equity interests acquired from Party B;

payment terms; and

power of attorney (if exercised by any third party on its behalf).

The Parties agree that Party A may at any time appoint any third party to exercise the Option and register the equity interests subject to the Option in the name of such third party.

Transfer of Acquired Equity Interests

Party B shall cause the Company to promptly hold a shareholders’ meeting, at which a resolution shall be passed to approve the transfer of equity interests by Party B to Party A and (or) any designated person; and

All concerned parties shall execute all such other contracts, agreements or documents, obtain all such government approvals and consents and take all such actions as may be necessary to: (i) transfer good title to the acquired equity interests to Party A and (or) such designated person, free and clear of any security interest; (ii) cause Party A and (or) the designated person to become the registered holder of such equity interests; and (iii) submit to Party A or such designated person the business license, approval certificates and other relevant documents most recently issued by competent PRC authority, which shall reflect, among other things, any change of equity interests, directors and legal representative.

Representations and Warranties

Party B hereby represents and warrants that:

Party B has full right and authority to execute and perform this Agreement;

Party B’s performance of this Agreement or obligations hereunder does not constitute a violation of any laws, regulations and other agreements binding upon him, other than the Third Amended and Restated Share Pledge Agreement (as may be amended and restated from time to time, the “Share Pledge Agreement”) dated December 7, 2020 by and among Party A, Party B and other shareholders of the Company, nor does such performance require the approval or authorization by competent government authority;

There is no litigation, arbitration or other judicial or administrative proceeding that is pending or is likely to have a substantial effect on the performance hereof;

Party B has disclosed to Party A all government documents that are likely to have an adverse effect on the performance hereof;

Party B has not been declared bankrupt;

The Company’s equity interests held by Party B are not subject to any pledge, security, liability or other third party encumbrance, and are free from any third party claim, except for the pledge created pursuant to the Share Pledge Agreement;

The Company’s equity interests held by Party B will not be subject to any pledge, liability or other third party encumbrance, nor will such equity interests be transferred, gifted, pledged or otherwise disposed of to any third person other than Party A or its designated person, except for the pledge created pursuant to the Share Pledge Agreement;

The Option granted to Party A shall be exclusive, and Party B shall not grant any other third party the Option or similar rights in any other manner;

During the term hereof, the Company will conduct its business in accordance with applicable laws, regulations and rules as well as other administrative rules and guidelines promulgated by competent administrative authorities of the PRC, and there will be no violation of any of the foregoing that constitutes a material adverse effect on the Company’s business or assets;

Party B will keep the Company in good standing in accordance with good financial and commercial standards and practices, and operate the Company’s business and handle its affairs in a diligent and effective manner, and will make his best efforts to obtain all such permits, licenses, and approvals as may be necessary for the Company’s ongoing operations, and ensure that such permits, licenses, and approvals will not be canceled;

Party B will, upon Party A’s request, provide Party A with all operating and financial information of the Company;

Before all of the Company’s equity interests or assets are acquired by Party A (or any qualified subject designated by it) through exercising the Option, unless otherwise agreed by Party A in writing, the Company will not engage in such actions as:

selling, transferring, pledging, or otherwise disposing of or permitting to create any encumbrance on any legal or beneficial interests in any asset, business or income (unless arising in the normal or ordinary course of business or already disclosed to and agreed in writing by Party A);

entering into any transaction that will substantially affect its assets, obligations, operations, equity and other legitimate rights (unless arising in the normal or ordinary course of business or already disclosed to and agreed in writing by Party A);

distributing dividends or bonuses to shareholders in any form;

inheriting, providing guarantee or permitting to incur any debt without the prior written consent of Party A, except for (i) debts incurred in the ordinary course of business other than incurred by loan; and (ii) debts that have been disclosed to and consented in writing by Party A;

entering into any material contract without the prior written consent of Party A, except for contracts entered into in the normal course of business (for the purposes of this paragraph, a contract with a value of more than RMB 100,000 shall be deemed a material contract); and

merging with or acquiring any other persons or making any investments in other persons without the prior written consent of Party A.

Before all of the Company’s equity interests or assets are acquired by Party A (or any qualified subject designated by it) through exercising the Option, unless otherwise agreed by Party A in writing, Party B, individually or jointly with any other shareholder of the Company, will not engage in such actions as:

supplementing, modifying or amending any constitutional document of the Company in any form, which supplement, modification or amendment will substantially affect the Company’s assets, obligations, operations, equity and other legitimate rights (other than to make an additional capital contribution in proportion to his shareholding as required by applicable laws);

causing the Company to enter into any transaction that will substantially affect its assets, obligations, operations, equity and other legitimate rights (unless arising in the normal or ordinary course of business or already disclosed to and agreed in writing by Party A);

causing the board of shareholders of the Company to pass any resolution on distribution of dividends or bonuses;

selling, transferring, pledging, or otherwise disposing of or permitting to create any encumbrance on any legal or beneficial interests in any equity without the prior written consent of Party A, except for the purpose of performing the Share Pledge Agreement;

causing the board of shareholders of the Company to approve the sale, transfer, pledge or otherwise disposition of or permission to create any encumbrance on any legal or beneficial interests in any equity without the prior written consent of Party A, except for the purpose of performing the Share Pledge Agreement;

causing the board of shareholders of the Company to approve any merger with or acquisition of any other persons or investment in other persons without the prior written consent of Party A;

immediately notifying Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceeding with respect to the equity interests owned by it;

causing the board of shareholders of the Company to vote for the transfer of the equity interests acquired hereunder, upon which transfer (i) Party B shall and shall cause the Company to amend its articles of association to reflect the transfer of such equity interests from Party B to Party A or Party A’s designated person and other changes described herein, and forthwith go through change registration procedures with competent PRC authority, and (ii) Party B shall and shall cause the Company to appoint any person designated by Party A or its designated person as the new director and the new legal representative by resolution passed at a shareholders’ meeting;

executing all such documents, taking all such actions, filing all such complaints or raising all such defenses against all claims as necessary or appropriate to retain ownership of his equity interests;

immediately upon Party A’s request from time to time, unconditionally transferring his equity interests to Party A’s designated attorney-in-fact at any time, and waiving his right of first refusal with respect to the transfer of such equity interests to other existing shareholders; and

strictly complying with the provisions of this Agreement and other contracts jointly or severally executed by Party B and Party A, practicably performing the obligations hereunder and thereunder, and refraining from committing any act/omission that will affect the validity and enforceability hereof and thereof.

Covenants

Party B hereby covenants to Party A that he will bear all costs and expenses incurred in connection with equity transfer and complete all such procedures as may be necessary for Party A or its designated person to become a shareholder of the Company, including, without limitation, assisting Party A in obtaining requisite approvals of competent government authority with respect to equity transfer and submitting to competent AIC the relevant equity delivery agreement in an effort to amend the Company’s articles of association or shareholder register and make other adjustments.

Party B covenants that he shall, within ten (10) business days after receipt of the equity transfer price paid by Party A or its designated person upon exercise of the Option hereunder, fully refund to Party A or its designated person such equity transfer price; meanwhile, Party B acknowledges that he has obtained corresponding compensation from Party A.

Party B hereby represents and warrants to Party A that, as of the execution date hereof and each transfer date:

Party B has the power and ability to execute and deliver this Agreement and any equity transfer agreement to which he is a party and which is executed with respect to each transfer of the acquired equity interests pursuant to this Agreement (each “Transfer Agreement”), and to perform his obligations hereunder and thereunder. This Agreement and each Transfer Agreement to which he is a party, upon being executed, will constitute his legal, valid and binding obligations, enforceable against him in accordance with their terms;

Neither his execution and delivery of this Agreement or any Transfer Agreement nor his performance of obligations hereunder or thereunder will: (i) constitute a violation of any applicable PRC laws; (ii) contravene the articles of association or other organizational documents of Party B; (iii) constitute a breach of any contract or instrument to which he is a party or by which he is bound, or constitute a default thereunder; (iv) constitute a breach of any condition with respect to the grant and (or) survival of any permit or approval issued to him; or (v) result in suspension or revocation or attaching any condition to any permit or approval issued to him;

Party B has good and marketable title to the equity interests held by him in the Company, on which Party B has not created any encumbrance, except created under the Share Pledge Agreement;

There are no outstanding debts, except for (i) debts incurred in the ordinary course of business of Party B; and (ii) debts that have been disclosed to and consented in writing by Party A;

The Company will comply with all laws and regulations applicable to the acquisition of assets; and

There is no ongoing, pending or threatened litigation, arbitration or administrative proceeding with respect to the Company or its equity interests or assets.

Default

Governing Law and Dispute Resolution

Governing Law

Dispute Resolution

Taxes and Fees

Notices

Confidentiality

Further Assurance

Miscellaneous

Amendment, Modification and Supplement

Compliance with Laws and Regulations

Entire Agreement

Headings

Language

Severability

Successors

Survival

Waiver

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