Exhibit 4.10

Share Purchase Agreement

BlueCity Holdings Limited

Beijing BlueCity Culture and Media Co., Ltd

iRainbow Investment Holding Limited

Qiang Xiao

Guang Zhao

Chao Wu

iRainbow Limited

iAloha Limited

iRainbow Hong Kong Limited

Beijing Aloha Technology Co., Ltd

And

Beijing Asphere Interactive Network Technology Co., Ltd

November 25, 2020

Table of Contents

RECITALS		3
1	DEFINITION	3
2	SALE AND PURCHASE OF THE SHARES AND THE EQUITY INTERESTS	6
3	PURCHASE PRICE AND ITS PAYMENT	6
4	CLOSING	9
5	CONDITIONS PRECEDENT	10
6	WARRANTIES	13
7	PRE-CLOSING COVENANTS	13
8	POST-CLOSING COVENANTS	15
9	EXCLUSIVITY	19
10	CONFIDENTIALITY	20
11	LIABILITIES FOR BREACH	20
12	MISCELLANEOUS	21
EXHIBIT I PARTICULARS OF THE TARGET COMPANIES		34
EXHIBIT II CLOSING DELIVERABLES		35
EXHIBIT III WARRANTIES		38
EXHIBIT IV LIST OF INTANGIBLE ASSETS TO BE TRANSFERRED		52
EXHIBIT V COMPLIANCE CERTIFICATE		53
EXHIBIT VI LIST OF INTANGIBLE ASSETS OF THE TARGET COMPANIES		56
EXHIBIT VII LIST OF KEY EMPLOYEES OF THE TARGET COMPANIES		57
EXHIBIT VIII INFORMATION OF BANK ACCOUNT		58
EXHIBIT IX LETTER OF UNDERTAKINGS		59
EXHIBIT X THE AMENDED ARTICLES OF ASSOCIATION OF THE ONSHORE COMPANY		60
EXHIBIT XI THE AMENDED ARTICLES OF ASSOCIATION OF THE WFOE		61
EXHIBIT XII DISCLOSURE SCHEDULE		62
EXHIBIT XIII LIST OF BUSINESS CONTRACTS TO BE TRANSFERRED		63

This Share Purchase Agreement (this “Agreement”), dated as of November 25, 2020 is entered into by and among：

(1)	BlueCity Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands, whose registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Offshore Purchaser”)；

(2)

Beijing BlueCity Culture and Media Co., Ltd., a limited liability company incorporated and existing under the laws of the PRC, whose registered office is No. 86-N2530, Changyang Wanxing Road, Fangshan District, Beijing (the “Onshore Purchaser”, together with the Offshore Purchaser, the “Purchasers”, and each a “Purchaser”)；

(3)	iRainbow Investment Holding Limited, a company incorporated and existing under the laws of the Cayman Islands, whose registered office is Floor 4, Willow House, Cricket Square, P.O. Box 2804, Grand Cayman KY1-1112, Cayman Islands (the “Offshore Seller”)；

(4)	Qiang Xiao, a PRC citizen, whose ID number is * and whose address is * (the “Founder”)；

(5)	Guang Zhao, a PRC citizen, whose ID number is * and whose address is * (together with the Founder, the “Onshore Seller”, and the Onshore Seller and the Offshore Seller are collectively referred to as the “Sellers” and each a “Seller”)；

(6)	Chao Wu, a PRC citizen, whose ID number is * and whose address is *；

(7)	iRainbow Limited, a company incorporated and existing under the laws of the British Virgin Islands, whose registered office is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands;

(8)	iAloha Limited, a company incorporated and existing under the laws of the British Virgin Islands, whose registered office is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands (together with Chao Wu, iRainbow Limited and the Sellers, the “Warrantors”);

(9)	iRainbow Hong Kong Limited, a company incorporated and existing under the laws of Hong Kong, whose registered office is Unit 417, Floor 4, Lippo Center, Tower Two, No. 89 Queensway, Admiralty, Hong Kong (the “Offshore Company”)；

(10)	Beijing Aloha Technology Co., Ltd., a limited liability company incorporated and existing under the laws of the PRC, whose registered office is 1-1401-130, 14th Floor, No. 87 West Third Ring North Road, Haidian District, Beijing (the “WFOE”); and

(11)

Beijing Asphere Interactive Network Technology Co., Ltd., a limited liability company incorporated and existing under the laws of the PRC, whose registered office is 1001-4, 2nd Floor, Building 10, No. 58, Beizheng Huangqi, Haidian District, Beijing (the “Domestic Company”, together with the Offshore Company and WFOE, the “Target Companies”, each a “Target Company”).

The above mentioned parties are hereinafter collectively referred to as the “Parties” and each a “Party”.

RECITALS

The Offshore Company is a company incorporated and existing under the laws of Hong Kong (the particulars of which are set out in Part I of Exhibit I). The Domestic Company is a limited liability company incorporated and existing under the laws of the PRC (the particulars of which are set out in Part II of Exhibit I). As of the Closing Date (as defined below), the Offshore Company, through its wholly-owned subsidiary established in the PRC (the WFOE, the particulars of which are set out in Part III of Exhibit I), owns and operates the business related to a social software “Finka APP” (“Finka APP”) with the Onshore Company (the “Business”).

Subject to and in accordance with the terms and conditions of this Agreement, the Offshore Seller intends to sell and transfer, and the Offshore Purchaser intends to purchase and acquire, by itself or through its designated Affiliate, in reliance upon, inter alia, the representations, warranties, covenants and undertakings set out in this Agreement, the shares owned by the Offshore Seller in the Offshore Company (the “Shares”) representing one hundred percent (100%) of the share capital of the Offshore Company (the “Offshore Transaction”).

Subject to and in accordance with the terms and conditions of this Agreement, the Onshore Seller intends to sell and transfer, and the Onshore Purchaser intends to purchase and acquire, by itself or through its designated Affiliate, in reliance upon, inter alia, the representations, warranties, covenants and undertakings set out in this Agreement, the equity interests owned by the Onshore Seller in the Domestic Company (the “Equity Interests”) representing one hundred percent (100%) of the registered capital of the Domestic Company (the “Onshore Transaction”, together with the Offshore Transaction, the “Proposed Transaction”).

Agreement

NOW, THEREFORE, the Parties hereto agree as follows:

1	Definition

1.1 Certain Defined Terms

In this Agreement, unless the context otherwise requires, the below capitalized terms shall have the following meanings:

“Warranties” means the representations and warranties set out in Exhibit III.

“Security Deposit”means the security deposit of USD3,710,630 paid by the Purchasers to the Offshore Seller on October 22, 2020.

“Offshore Purchase Price” has the meaning set forth in Section 3.1 (1).

“Onshore Purchase Price” has the meaning set forth in Section 3.1 (1).

“First Installment of Offshore Purchase Price” has the meaning set forth in Section 3.1 (1).

“Second Installment of Offshore Purchase Price” has the meaning set forth in Section 3.1 (1).

“Final Payment Date” has the meaning set forth in Section 3.1 (1).

“Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or other type of preferential arrangement (including a title transfer or retention arrangement) having similar effect.

“Affiliate” means, with respect to any given Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first mentioned

Person.

“SAIC” means the State Administration of Industry and Commerce and/or its local counterparts, as the case may be.

“Closing” means the completion of the Proposed Transaction.

“Closing Date” has the meaning set forth in Section 4.1.

“Long-Stop Date” has the meaning set forth in Section 4.3.

“CIETAC” has the meaning set forth in Section 12.2.

“Transaction Documents” means any and all agreements, contracts, instruments, memoranda, certificates or other documents executed for or in relation to the Proposed Transaction contemplated in this Agreement.

“Control” means, with respect to any Person: (i) the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership; (ii) or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the shareholders of such Person; or (iii) power to control the composition of a majority of the board of directors of such Person; the term “Controlled” has meaning correlative to the foregoing.

“Contractual Arrangement” means the WFOE’s control over the Domestic Company by way of entering into a series of agreements, such as the “Equity Pledge Agreement”, the “Shareholders’ Power of Attorney”, and the “Exclusive Call Option Agreement” entered into with the Founder and Guang Zhao, and the “Exclusive Business Cooperation Agreement” entered into with the Domestic Company.

“Domestic Company Control Documents” means the “Equity Pledge Agreement”, the “Shareholders’

Power of Attorney”, the “Exclusive Call Option Agreement” and the “Exclusive Business Cooperation Agreement” entered by and among the WFOE, the Domestic Company and the Founder (as the case may be) before the Closing Date.

“Purchaser Payable” has the meaning set forth in Section 3.4.

“Exclusivity Period” has the meaning set forth in Section 9.

“Exclusivity Liquidated Damages” has the meaning set forth in Section 9.

“Signing Date” means the date written on the first page of this Agreement.

“RMB” means the legal tender of the PRC.

“USD” means the legal tender of the United States of America.

“HKD” means the legal tender of the Hong Kong Special Administrative Region of the People’s Republic of China.

“Exchange Rate” means the RMB:USD middle exchange rate published by the People’s Bank of China on November 20, 2020.

“Person” means any natural person, corporation, limited liability company, joint stock company, joint venture, partnership, enterprise, trust, unincorporated organization or any other entity or organization.

“Purchase Price” has the meaning set forth in Section 3.1.

“Taxation” means any and all applicable tax or taxes and fees charged and collected by Government Entity concerned.

“Applicable Law” means, with respect to any Person, any and all provisions of any law, regulation, rule and regulatory documents publicly promulgated by any Government Entity, whether in effect as of the date hereof or thereafter and in each case as amended, applicable to such Person or its assets.

“Consent” means any consent, approval, authorization, waiver, permit, grant, franchise, ratification, agreement, license, exemption or order of, and any registration, certificate, declaration or filing with, or report or notice to, any Person (including any Government Entity).

“Final Payment” has the meaning set forth in Section 3.3.

“Conditions Precedent to the Purchasers” has the meaning set forth in Section 5.1.

“Conditions Precedent to the Sellers” has the meaning set forth in Section 5.2.

“Conditions Precedent” means the Conditions Precedent to the Purchasers and the Conditions Precedent to the Purchasers.

“Business Day” means any day that is not a Saturday, Sunday, legal holiday in the PRC.

“Intellectual Property” means (i) copyright, patents, know-how, confidential information, database rights, rights in trademarks, domain names and designs (whether registered or not); (ii) any application and rights to apply for any of the foregoing; and (iii) any other intellectual property and protected right equivalent or similar to the foregoing which exists anywhere around the world.

“Material Adverse Effect” means with respect to the Target Companies, any change, event, occurrence, fact, condition, alternation or development, individually or in the aggregate with any other circumstance, that is or could be reasonably expected to be materially adverse to the operations, financial condition, assets or liabilities of the Target Companies, or the ability to perform the obligations under the Transaction Documents by the Target Companies.

“Government Entity” means any government or any agency, bureau, board, commission, court, department, political subdivision or tribunal of any government or its division or sub-division that exercises any power or authority customarily exercised by any governmental agency.

“PRC” means the People’s Republic of China, solely for purposes of this Agreement, excluding the Hong Kong, the Macau Special Administrative Region and Taiwan.

“Balance Sheet Date” means September 30, 2020.

“DAU” means the number of daily active users of Finka APP.

“Extra Performance Rewards” has the meaning set forth in Section 8.12.

“MOFCOM” means the Ministry of Commerce or its authorized local counterparts, as the case may be.

“Intangible Assets” has the meaning set forth in Section 5.1 (9).

1.2 Interpretation

(1)

Headings. Headings are included for convenience only and shall not affect the construction of any provision of this Agreement.

(2)

Sections, Exhibits and Others. References to this Agreement shall include any exhibit to it, and references to sections and exhibits shall mean the sections of and exhibits to this Agreement.

(3)

A reference to a Party having a right. For the avoidance of doubt, a reference in this Agreement to a Party having a right to do an act or thing shall be construed as a reference to a Party who has no obligation to do that act or thing.

(4)

Including but not Limiting. “Include”, “including” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”.

(5)

Directly or Indirectly. The phrase directly or indirectly means directly, or indirectly through one or more intermediaries or through contractual or other arrangements.

2	Sale and Purchase of the Shares and the Equity Interests

2.1 Subject to the provisions of this Agreement, the Offshore Seller shall sell and the Offshore Purchaser shall purchase, the Shares, together with all rights attaching to the Shares at and after the Closing Date. For the avoidance of doubt, the Offshore Purchaser shall be entitled to all undistributed profits of the Offshore Company attaching to the Shares at and after the Closing Date.

2.2 Subject to the provisions of this Agreement, the Onshore Seller shall sell and the Onshore Purchaser shall purchase, the Equity Interests, together with all rights attaching to the Equity Interests at and after the Closing Date. For the avoidance of doubt, the Onshore Purchaser shall be entitled to all undistributed profits of the Domestic Company attaching to the Equity Interests at and after the Closing Date. The Onshore Seller shall waive its preemptive right to purchase the Equity Interests and other restrictive rights, and procure any other Person to waive all such rights entitled to it no later than the Closing Date to permit the transfer of the Equity Interests.

2.3 The Purchasers shall not be obligated to complete the purchase of any of the Shares and/or the Equity

Interests, and the Sellers shall not be obligated to complete the sale of any of the Shares and/or the Equity Interests, unless the purchase and the sale of all Shares and/or all Equity Interests is completed simultaneously in accordance with this Agreement.

3	Purchase Price and Its Payment

3.1 Purchase Price

Subject to this Section 3, the total amount of the Purchase Price for the Shares and the Equity Interests should be USD35,988,843 or its equivalent in RMB (conversion according to the Exchange Rate)

(collectively as the “Purchase Price”), which represents the total amount of the purchase price for the Shares of USD34,878,120 (the “Offshore Purchase Price”) and the total amount of the purchase price for the Equity Interests of RMB7,307,000 (the “Onshore Purchase Price”). The Purchase Price shall be equal to the sum of the Offshore Purchase Price and the Onshore Purchase Price.

3.2 Purchase Price Adjustment

(1)

All Parties agree that within one (1) month after the Closing Date, if the Purchasers confirm that there exist a deviation between the key financial data and the average DAU of the Target Companies necessary for the calculation of the Purchase Price provided by the Sellers during the process of the Purchasers’ due diligence on the Target Companies for the Proposed Transaction and the key financial data and the average DAU of the Target Companies reflected by the Purchase Price defined in Section 3.1 and such deviation exceeds twenty percent (20%), all Parties shall have the right to adjust the amount of the Purchase Price as mutually agreed by all Parties.

(2)

All Parties agree that, before the Final Payment date, all Parties shall complete the adjustment of the Purchase Price (if necessary) and confirm the adjusted amount of the Purchase Price in accordance with Section 3.2 (1), and the adjusted amount of the Purchase Price shall be the final amount of the Purchase Price that the Purchasers are obliged to pay. If, as of the date when the final amount of the Purchase Price is determined, the amount of the Purchase Price that has actually been paid by the Purchasers under this Agreement is more than the final amount of the Purchase Price confirmed by all Parties in accordance with Section 3.2 (1) of this Agreement, with regard to the overpaid amount, the Sellers shall return in full to the bank account of the Purchasers set out in Part II of Exhibit VIII within five (5) Business Days after the date when the final amount of the Purchase Price is determined, and the warrantors shall be jointly and severally liable for such return. If the amount of the Purchase Price that has actually been paid by the Purchasers under this Agreement is less than the final amount of the Purchase Price confirmed by all Parties in accordance with Section 3.2 (1) of this Agreement, with regard to the owed amount, the Purchasers shall make up the difference on the Final Payment Date.

(3)

All Parties acknowledge that, if adjustments to the Purchase Price, the Offshore Purchase Price, or the Onshore Purchase Price need to be made due to the reasons of the Government Entity or the Applicable Laws, the Parties may separately agree in writing to adjust the Purchase Price, the Offshore Purchase Price and/or the Onshore Purchase Price accordingly.

3.3 Payment Term

(1)

Subject to Section 3, Section 4 and Section 5 of this Agreement, the Offshore Purchaser shall pay the Offshore Purchase Price following the provisions below:

(i)

the Offshore Purchaser shall pay the amount equal to thirty percent (30%) of the Purchase Price (i.e., USD10,463,436) (the “First Installment of Offshore Purchase Price”) to the offshore bank account of the Sellers set out in Part I of Exhibit VIII (the “Sellers’ Offshore Account”) in a lump sum on the Signing Date of this Agreement；

(ii)

the Offshore Purchaser shall immediately instruct its payment bank to pay the amount equal to sixty percent (60%) of the Purchase Price (i.e., USD20,926,872) (the “Second Installment of Offshore Purchase Price”) to the Sellers’ Offshore Account in a lump sum on the Closing Date and provide the Sellers with a remittance certificate that can reasonably prove that the

Purchasers have issued an irrevocable full payment instruction to the Purchasers’ payment bank in accordance with this Section 3.3；

(iii)

Under the premise that Beijing iRainbow has completed the information publicity of the liquidation group on the National Corporate Credit Information Publicity System in accordance with the Applicable Laws and the documents that can prove such publicity have been provided to the Purchasers, the Offshore Purchaser shall pay the balance of the Offshore Purchase Price after deducting the First Installment of Offshore Purchase Price and the Second Installment of Offshore Purchase Price (the “Final Payment”) to the Seller’s Offshore Account in a lump sum on the expiry date of three (3) months after the Closing Date (the “Final Payment Date”).

For the avoidance of doubt, the Final Payment that actually payable by the Purchasers shall be subject to the final amount of the Purchase Price determined in accordance with Section 3.2 of this Agreement.

(2)

Subject to Section 3, Section 4 and Section 5 of this Agreement, the Onshore Purchase Price shall be paid by the Onshore Purchaser to the onshore bank account of the Sellers set out in Part I of Exhibit VIII in a lump sum within five (5) Business Days after the Closing Date.

(3)

The Offshore Seller and the Offshore Purchaser shall be respectively responsible for any and all income tax and other taxes payable in connection with the Proposed Transaction as required by the Applicable Laws. The Onshore Seller and the Onshore Purchaser shall be respectively responsible for any and all income tax and other taxes payable in connection with the Proposed Transaction as required by the Applicable Laws.

3.4 Deduction

For any amount payable by the Warrantors to the Purchasers as a result of the Proposed Transaction, including but not limited to, the amount the Purchasers shall be entitled to deduct from the Purchase Price according to Section 3.2 of this Agreement, the equal amount of the compensation for the Purchasers’ losses caused by the Warrantors and/or the Target Companies’ breach of any obligation or guarantee under the Transaction Documents, the Purchaser shall, before the Warrantors make full payment to the Purchasers, be entitled to deduct any amount from the amount payable to the Sellers (including but not limited to, the Purchase Price and the Extra Performance Rewards payable by the Purchasers according to Section 8.12 of this Agreement) (the “Purchaser Payable”) in accordance with the following procedures and subject to the fulfillment of the following conditions: (1) The Purchasers shall notify the Sellers in writing before making the aforementioned deduction and provide the Sellers with sufficient and reasonable basis of such deduction (the “Deduction Request Notice”). The Sellers and/or the Warrantors shall communicate with the Purchasers on the solution of the related matters based on the principle of good faith within twenty (20) Business Days after receiving the Deduction Request Notice; (2) Only when the Warrantors notify the Purchasers in writing that such deduction is agreed according to the result of the communication within the abovementioned period, shall the Purchasers have the right to deduct any amount according to this section and the result of the communication among all Parties; Subject to this Section 3.4 (3), if the Warrantors fail to provide any written response to the Purchasers’ deduction request within the abovementioned period or explicitly reject the Purchasers’ deduction request, then the Purchasers’ full payment obligations under this Agreement shall not be affected in any aspect and to any extent by the Purchasers’ issuance of the Deduction Request Notice in accordance with this section; and (3) if the Warrantors fail to initiate communication with the Purchasers within the abovementioned period based on the principle of good

faith, it will be deemed that the Warrantors have agreed on the Purchasers’ deduction based on the content of the Deduction Request Notice. For the avoidance of doubt, unless acknowledged by the Warrantors in writing in advance, the Deduction Request Notice shall be in no case regarded as a formal claim of any rights or a compensation request by the Purchasers against the Warrantors in accordance with the provisions of this Agreement.

If the Parties confirm that the Purchasers’ deducted amount is deviated and has caused losses to the Sellers after the Purchasers has made a deduction according to the above agreement, the Purchasers shall pay the deviated amount that has been deducted within five (5) Business Days to the Sellers, and make reasonable compensation to the Sellers. The Parties agree that the compensation amount shall be calculated based on the aforementioned difference at the simple interest of one-thousandth per day from the date when the Purchasers shall pay the relevant Purchaser Payable deducted according to this Agreement to the date when the Purchasers pay such amount to the Sellers.

4	Closing

4.1 Closing

The Closing shall take place within five (5) Business Days after all the Conditions Precedent set out in Section 5 (for the avoidance of doubt, the Closing deliverables set out in item 2 (2) of Exhibit II shall be delivered by the Purchasers on the Closing Date) have been satisfied or waived by the Party entitled to waive such Condition Precedent, or other date otherwise agreed in writing by the Parties (the date of the Closing, the “Closing Date”).

4.2 Obligations on the Closing Date

On or prior to the Closing Date, the Parties shall use their reasonable efforts to procure that the Conditions Precedent specified in Section 5.1, as well as the obtaining or delivery of closing deliverables specified in Exhibit II, are fulfilled or satisfied. If one or more of the Conditions Precedent set forth in Section 5.1 are not fulfilled or satisfied, the Parties agree that the Purchasers shall have the right to:

(1)waive such Condition(s) Precedent in their sole discretion in accordance with Section 5.1; or

(2)postpone the Closing Date till such one or more of the Conditions Precedent are fulfilled or satisfied.

4.3Long-Stop Date and Termination

(1)

If the Closing has not been occurred in three (3) months from the Signing Date (the “Long-Stop Date”), unless the Parties otherwise agree in writing, either of the Purchasers or the Sellers has the right to notify the other Parties to terminate this Agreement. The Parties agree that if this Agreement is terminated in accordance with Section 4.3, the Warrantors shall return the Purchase Price that has been paid by the Purchasers in full in a lump sum to the bank account designated by the Purchasers within five (5) Business Days since the termination of this Agreement, while the Sellers shall have the right to retain the Security Deposit after this Agreement has been terminated unless the Purchasers have reasonable and sufficient supporting documents to prove that: (i) the data of the average DAU of the Target Companies provided by the Sellers to the Purchasers during the process of the Purchasers’ due diligence is fraudulent, and the real data is lower than the data of the average DAU provided by the Sellers by more than twenty percent (20%); or (ii) the termination of this

Agreement is caused by the Sellers’ unilateral malicious reasons, then the Sellers shall return all the Security Deposit in a lump sum to the bank account designated by the Purchasers within five (5)

Business Days.

(2)

All Parties agree that if the Closing has not occurred as of the Long-Stop Date and this Agreement has been terminated according to this Section 4.3 due to unilateral reasons of the Warrantors or the Target Companies, and such termination or failure of Closing is not for the reasons attributable to the Purchasers or a third party or the reasons beyond the control of the Warrantors/Target Companies, the Warrantors and the Target Companies shall bear all expenses incurred by the Purchasers under the Proposed Transaction as of the Long-Stop Date (the “Closing Costs of Purchasers”) and the amount of the Closing Costs of Purchasers shall not exceed RMB 1,000,000 or the equivalent in USD. The Warrantors and the Target Companies shall be, jointly and severally, liable to pay such Closing Costs of Purchasers. The Warrantors and the Target Companies shall, after receiving the reasonable and sufficient written supporting documents provided by the Purchasers that can prove the Closing Costs of Purchasers, pay the Purchasers the Closing Costs of Purchasers in full in a lump sum within five (5) Business Days from the date of termination of this Agreement.

(3)

(4)

After the termination of this Agreement in accordance with this Section 4.3, none of the Parties shall have any claim against the other Parties with respect to this Agreement, save for any claim (including without limitation to the Exclusivity Liquidated Damages) arising from non-compliance of this Agreement prior to such termination. However, the Parties agree that notwithstanding anything to the contrary in this Agreement, Section 10.2 and Section 12.2 shall survive after the termination of this Agreement, and be of continuing binding effect upon the Parties.

(5)

If this Agreement is terminated before the Closing, the Sellers shall have the right to take relevant reasonable and necessary measures within fifteen (15) Business Days after the termination of this Agreement, and the Purchasers shall provide the Sellers with reasonable and necessary assistance to restore the status of the shareholders and relevant license holders of the Target Companies to the status at the time of the signing of this Agreement.

5	Conditions Precedent

5.1 Conditions Precedent to the Purchasers

Conditions Precedent to the Purchasers to accomplish the Closing of the Proposed Transaction shall be conditional upon the fulfillment of the following conditions (the “Conditions Precedent to the Purchasers”) on or prior to the Closing Date：

(1)

Completion of Due Diligence：The Purchasers shall have completed the business, legal, financial, tax, technical, human resource and any other aspects of due diligence review, and the result should be reasonably satisfactory to the Purchasers;

(2)

Delivery of Closing Deliverables：The Sellers shall have delivered or procured the delivery of all closing deliverables listed in Part I of Exhibit II, and the deliverables shall be in form and substance reasonably satisfactory to the Purchasers；

(3)

Warranties：All the Warranties made by the Warrantors are true, accurate, complete and not misleading on the Signing Date of this Agreement and, by reference to the facts and circumstances of the Closing Date, remain to be true, accurate, complete and not misleading on the Closing Date;

(4)

Performance：The Warrantors and the Target Companies shall have performed and complied with all warranties, covenants, and obligations required to be performed or complied with on or prior to the Closing Date in the Transaction Documents;

(5)

No Material Adverse Effect：There shall, to the best knowledge of the Warrantors, be no and no reasonable expectation of the occurrence of any Material Adverse Effect up to the Closing Date;

(6)

Letter of Undertakings of the Warrantors：The Warrantors shall have duly signed the Letter of Undertakings shown in Exhibit IX (the “Letter of Undertakings”);

(7)

Submission of the SAIC Change Application：The Warrantors shall have delivered to the

Purchasers (i) the acceptance notice issued by the SAIC approving the registration/filing (as the case may be) regarding the changes of shareholders, directors, supervisors, legal representative, general manager, articles of association, and registered address of the Domestic Company for the purpose of the Proposed Transaction; and (ii) the new articles of association of the Domestic Company as shown in Exhibit X of this Agreement that have been approved by the Domestic Company and have been submitted to the SAIC for filing；

(8)

Termination of the Domestic Company Control Documents：The Domestic Company Control Documents shall have been terminated on the Closing Date and such termination shall be in form and substance reasonably satisfactory to the Purchasers；

(9)

Submission of the Transfer of the Intangible Assets Interest：With regard to all the intangible assets listed in Exhibit IV (the “Intangible Assets”), Beijing iRainbow, the Warrantors and/or its Affiliates shall have (i) signed a standard-form transfer agreement and/or application form (if the relevant intangible assets registration authority make such requirements) required by the relevant intangible assets registration authority which is necessary for the transfer of the Intangible Assets; and (ii) completed the submission of the application for registration change of the right holder arising from the transfer of related Intangible Assets to the China Trademark Network System of the Trademark Office of the China Intellectual Property Administration and provided a screenshot of the electronic version of the application documents automatically generated by the system showing the date of the application submission;

(10)

Employees Arrangement：The Domestic Company and the WFOE shall have entered into the labor contracts and confidentiality agreements with all the employees jointly confirmed by the Purchasers

and the Sellers and such labor contracts and confidentiality agreements shall be in form and substance reasonably satisfactory to the Purchasers；

(11)

Return of the Security Deposit：The Offshore Seller shall have returned the Security Deposit in full to the bank account of the Purchasers set out in Part II of Exhibit VIII and shall have provided a remittance certificate that can reasonably prove that the Sellers have issued an irrevocable full payment instruction to the Sellers’ payment bank to fully return the Security Deposit in accordance with this Agreement;

(12)

Resolution Approving the De-registration of Beijing iRainbow：Beijing iRainbow shall have made and passed a shareholders’ resolution resolving the voluntary dissolution, liquidation and de-registration of Beijing iRainbow in accordance with the Applicable Laws and its articles of association; The Warrantors shall have delivered such resolution to the Purchasers and such resolution shall be in form and substance reasonably satisfactory to the Purchasers.

Upon mutual agreement, both Parties may enter into a waiver letter to waive any one or more of the Conditions Precedent to the Purchasers, in whole or in part, conditionally or unconditionally. For the avoidance of doubt, both Parties may specify in the waiver letter whether the Purchasers shall retain the right to claim for any losses they may incur as a result of the non-satisfaction of such condition under this Agreement in case of a waiver of any one or more of the Conditions Precedent.

5.2 Closing Precedent to the Sellers

Conditions Precedent to the Sellers to accomplish the Closing of the Proposed Transaction shall be conditional upon the fulfillment of the following conditions (the “Conditions Precedent to the Sellers”) on or prior to the Closing Date：

(1)

Warranties：All the Warranties made by the Purchasers are true, accurate, complete and not misleading on the Signing Date of this Agreement and, by reference to the facts and circumstances on the Closing Date, remain to be true, accurate, complete and not misleading on the Closing Date;

(2)

Delivery of Closing Deliverables：The Purchasers shall have delivered or procured the delivery of all the closing deliverables listed in Part II of Exhibit II, and the deliverables shall be in form and substance reasonably satisfactory to the Sellers; and

(3)

Performance：The Purchasers shall have performed and complied with all warranties, covenants, and obligations required to perform or comply with on or prior to the Closing Date in the Transaction Documents, including the payment of the Security Deposit and the First Installment of Purchase Price to the Sellers.

The Sellers, in their sole discretion, shall have the right to, after sending a notice to the Purchasers and reaching an agreement with the Purchasers through negotiation, waive any one or more of the Conditions Precedent to the Sellers, in whole or in part, conditionally or unconditionally.

6	Warranties

6.1 The Warrantors warrant to the Purchasers that, except for the matter disclosed in Exhibit XII, each Warranty

contained in Part I of Exhibit III as attached hereto is true, accurate, complete and not misleading at the date of this Agreement (other than the Warrantors’ Warranties expressly applicable to the Closing Date). Immediately before the Closing, the Warrantors warrant to the Purchasers that each Warranty is true, accurate, complete and not misleading by reference to the facts and circumstances on the Closing. For this purpose only, where there is an express or implied reference to the “Signing Date of this Agreement” in a Warrantors’ Warranty, that reference is also to be construed as a reference to the Closing Date. Each Warranty is to be construed independently and (unless otherwise provided in this Agreement) is not subject to the provisions of this Agreement or another Warrantors’ Warranties.

6.2

The Purchasers warrant to the Warrantors that each Warranty contained in Part II of Exhibit III as attached hereto is true, accurate, complete and not misleading at the date of this Agreement. Immediately before the Closing, the Purchasers warrant to the Warrantors that each Warranty is true, accurate, complete and not misleading by reference to the facts and circumstances on the Closing. For this purpose only, where there is an express or implied reference to the “Signing Date of this Agreement” in a Purchasers’ Warranty, that reference is also to be construed as a reference to the Closing Date. Each Warranty is to be construed independently and (unless otherwise provided in this Agreement) is not subject to the provisions of this Agreement or another Purchasers’ Warranties.

6.3	The Warrantors acknowledge that, the Purchasers are entering into this Agreement in reliance upon each Warranty under this Agreement and each Warranty is made as a representation for the purpose of attracting the Purchasers to enter into this Agreement.

6.4

The Warrantors covenant that they will not claim against the Target Companies, or the directors, officers or employees of the Target Companies due to the misrepresentations, inaccuracies or omissions in the information or suggestions provided by the Target Companies or the directors, officers or employees of the Target Companies when assisting the Warrantors in making representations and warranties.

7	Pre-Closing Covenants

7.1	The Warrantors shall procure that, from the Signing Date to the Closing Date or the termination date of this Agreement (whichever is earlier):

(1)

The Target Companies shall use their best efforts to: (i) conduct the business in the ordinary course with a view to growth; (ii) preserve intact their present business organization; (iii) maintain in effect and no change of all of the Consents that have been obtained; (iv) maintain satisfactory relationships with the related parties having material Business relationships with it; (v) maintain books and records in accordance with past practice, and (vi) comply with all its signed contracts and agreements (if any);

(2)

Without limiting the generality of the foregoing, except with the written consent of the Purchasers, the Target Companies shall not prior to the Closing Date:

(i)

change their corporate management structure；

(ii)

increase or decrease their registered capital or share capital；

(iii)

declare, make or pay any dividend or other distribution；

(iv)

incur any capital expenditures or any supply credit；

(v)

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material assets, securities, equity interests or businesses；

(vi)

sell, lease or otherwise transfer, or create or incur any Encumbrance on, any of its equity interests, material assets, properties, or businesses；

(vii)

make any loans, advances or capital contributions to, or investments in, any other Person；

(viii)

create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees；

(ix)

change any Consent that has been obtained in connection with the operation of the Business, or take any other act that may possibly cause such Consent to be changed or be affected (except for those for the daily operation needs of the Target Companies)；

(x)

do any act or thing which may result in any material change in its nature or scope of the operations；

(xi)

enter into any agreement or arrangement that limits or otherwise restricts the Target Companies or any successor(s) to them or that could, after the Closing, limit or restrict them, the Purchasers or any Affiliates of the Purchasers, from engaging or competing in any line of business, in any location or with any Person；

(xii)

sign, modify, amend or terminate any contract (other than for the purpose of satisfying the Conditions Precedent or entering into labor contracts and/or supplier contracts and/or lease contracts and/or annual meeting purchase contracts with the contract amount (single or accumulative based on a series of contracts on the same or related matters) less than RMB3,000,000);

(xiii)

delay making payment of any trade debt beyond the date of expiry of the credit period (or (if different) the payment period extended by creditors in which to make payment) authorized by the relevant creditors;

(xiv)

settle, or offer or propose to settle, (a) any litigation, investigation, arbitration, proceeding or other claim involving or against them; or (b) any shareholder litigation or dispute against them or any of their officers or directors；

(xv)

change the policies and methods of accounting, except as required by concurrent changes in the PRC accounting principles；

(xvi)

do any act or thing that would cause Material Adverse Effect to the operation or financial

condition of the Target Companies；

(xvii)

affix corporate seal, financial seal, contract seal, signature seal of the legal representative, and other seals that can represent the Target Companies on any written documents or materials related to the aforementioned acts or matters; and

(xviii)

agree, resolve or promise to do any of the aforementioned acts or things.

(3)

From the Signing Date to the Closing Date, the Sellers shall not:

(i)

dispose of any interest in the Shares and/or the Equity Interests or do any act or thing that may subject the Shares and/or the Equity Interests to any Encumbrance;

(ii)

pass any resolution other than the resolution related to the signing, delivery, entry into force and performance of this Agreement and the accomplishment of the Proposed Transaction under this Agreement or the daily operations of the Target Companies; and

(iii)

do any act or thing which would result (or be likely to result) in a breach of any of the Warranties made by the Warrantors if the Warranties made by the Warrantors were repeated at the Closing Date.

7.2

The Founder shall make its reasonable efforts to procure that the Purchasers, their agents and representatives are given full access to the assets, operation and books and records of the Target Companies in accordance with the request of the Purchasers from the Signing Date to the Closing Date, provided that such information: (i) is not available from the public or third-party channels permitted by law; (ii) will not cause any unreasonable burden to the accomplishment of the Closing according to this Agreement or the Warrantors’ performance of the obligations under this Agreement; and (iii) is for the reasonable commercial purpose acknowledged by the Founder and the Purchasers.

7.3

The Warrantors shall notify the Purchasers in writing of any changes or potential changes in respect of the information set forth in the Warranties as attached hereto as Exhibit III within three (3) Business Days from the time when the Warrantors are aware of any of such changes or potential changes.

8	Post-Closing Covenants

8.1 General Covenant after the Closing

All Parities covenant to continue fully performing any of their obligations and undertakings set out in this

Agreement, including without limitation, complying with PRC anti-corruption related laws and U.S Foreign Corrupt Practices Act, and providing all necessary assistance and cooperation to give effect to such obligations and undertakings after the Closing. The Parties further agree to execute, make, acknowledge, and deliver such instruments, agreements and other documents as may be reasonably required or mandatory under the Applicable Laws to effectuate the purposes of this Agreement.

8.2 Non-Solicitation

(1)

The Warrantors covenant to the Purchasers that they shall not and shall procure that their Affiliates shall not:

(i)

for a period of one (1) year from the Closing induce or attempt to induce any director or key employees of the Target Companies to terminate his/her employment with the Target Companies;

(ii)

for a period of one (1) year from the Closing induce or attempt to induce any supplier of the Target Companies to cease to supply, or to restrict or vary the terms of supply, to the Target Companies; and

(iii)

for a period of one (1) year from the Closing make use of or (save as required by, or to comply with, the Applicable Laws) disclose or divulge to any third party any information of a secret or confidential nature relating to the business or affairs of the Target Companies.

(2)

Each of the restrictions in each paragraph or article above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of the restrictions is void but would be valid if some part of the restrictions were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

8.3	Non-Compete

The Warrantors undertake that, without the written consent of the Purchasers, for a period of two (2) years from the Closing Date, the Warrantors and their Affiliates shall not directly or indirectly invest in, manage, own, operate, control, provide any financial support, advices and/or services, or provide security to any third party, business, behavior that engages or intend to engage in any business activities competing or otherwise directly or indirectly competing with the Target Companies.

8.4	Key Employees Arrangement

The Warrantors covenant that they shall make commercially reasonable efforts to: (1) procure all the core management personnel and key employees listed in Exhibit VII (“Key Employees”) to enter into non-competition agreements that are in compliance with the prevailing industry practices and are reasonably satisfactory to the Purchasers with the Target Companies within twenty (20) Business Days after the Closing Date; (2) On the premise that the Purchasers have provided the Key Employees with appropriate remuneration and treatment in accordance with the human resources policy of the Purchasers’ group company (the circumstance where the rights and interests of the Key Employees under the Offshore Seller’s existing employee stock option incentive arrangement may be affected due to the Proposed Transaction has been fully considered and reasonably reflected), procure all Key Employees acknowledged by the Purchasers to maintain their normal working status on or before the Closing Date and continue to provide services to the Target Companies and their Business within six (6) months after the Closing Date, and provide assistance to the Purchasers upon the commercially reasonable request of the Purchasers.

8.5	Waiver of Claims; Release

The Warrantors hereby and procure their Affiliates to release and forever discharge the Target Companies of and from any and all actions, causes of action, suits, controversies, claims of damages, judgments, executions, claims and demands of every type and nature whatsoever, whether asserted or not, absolute, or contingent, known or unknown, that the Warrantors or their Affiliates have, to the extent arising from or in connection with the Transaction Documents and the Proposed Transaction or any facts or circumstances existing on or prior to the Closing Date.

8.6	Removal of Abnormal Business Operation Records

The Warrantors covenant that they shall actively cooperate and assist the Target Company to remove its abnormal business operation records, and the Purchasers shall also provide necessary assistance.

8.7	Completion of Intangible Assets Interest Transfer

The Warrantors covenant that if, during the process of the registration/filing where the right holder of the Intangible Assets is changed to the Domestic Company in accordance with Article 5.1(9) of this Agreement after the Closing Date, Beijing iRainbow or the Warrantors is/are still be required to process certain procedures by the Applicable Laws, the Warrantors shall provide necessary assistance, and the Purchasers shall provide all necessary cooperation, and use their commercially reasonable efforts to cooperate with the specific measures for the transfer of Intangible Assets interests taken by the Warrantors taking into account of completing the de-registration of Beijing iRainbow as stipulated in Section 8.8 of this Agreement.

8.8	De-registration of Beijing iRainbow

The Warrantors covenant that they will make commercially reasonable efforts to ensure Beijing iRainbow to complete its de-registration in accordance with the Applicable Laws as soon as possible after the Closing and provide the Purchasers with the de-registration supporting documents that meet the requirements of the Applicable Laws after the de-registration has been completed.

8.9	Business Coverage of ICP License

If the Purchasers apply for the change the business type and business coverage of the existing Value-added Telecommunications Business License (the “ICP License”) with the competent authority based on their Business needs, the Warrantors shall provide necessary cooperation and assistance.

8.10	Public Relationship Collaboration

Within six (6) months after the Closing, the Warrantors shall actively cooperate with the Purchasers based on their need of reasonable publicity on the disclosure and announcement of the matters related to the Proposed Transaction and/or this Agreement and/or the Target Companies, and such disclosure and announcement shall meet the internal policy and compliance requirements of the Purchasers’ group company.

8.11	Post-Closing Operation Arrangement

(1)

All Parties agree that, within six (6) months after the Closing, the Sellers enjoy full autonomy in the fields of product planning, growth strategy, value-added business, live broadcast business, advertising business, platform operation, design, technology, personnel employment, etc. of the Target Companies, while (i) the Purchasers shall have the right to appoint the chief financial officer to the Domestic Company; and

(ii) the Target Companies’ entry into employment relationship with the employees whose annual salary (including all benefits and any other forms of remuneration to be provided to such employees promised by the Target Companies) exceeds RMB2,000,000 shall be mutually agreed by the Purchasers and the Sellers. The Founder covenants that during her tenure in the Target Companies after the Closing Date, and within her scope of authority, she shall submit the monthly operation and management report of the Target Companies to the Purchasers and accept the Purchasers’ supervision of the Target Companies’ operations, and shall make commercially reasonable efforts to procure that all Business operations and development direction of the Target Companies are in line with the overall operation and development strategy of the Purchasers’ group company and no conflict or violation will be caused. The Purchasers shall also provide the Sellers with sufficient support and cooperation.

(2)

The Warrantors covenant that, within six (6) months after the Closing, they shall make commercially reasonable efforts to procure the realization of the following matters: (i) assisting the Purchasers and their Affiliates to complete the operation handover and ensure the normal operation of the Target Companies; (ii) providing the Purchasers with all necessary assistance to procure the finance, legal affairs, procurement, administration and government relations of the Target Companies are incorporated into the governance system of the Purchasers’ group company; and (iii) assisting the Purchasers and their Affiliates to complete the movement of all the employees of the Target Companies to the Purchasers’ designated place of office. However, all Parties agree that, within one (1) year after the Closing Date, the Target Companies still reserve their rights to make independent decisions regarding the purchase matters (other than the purchase of servers) that may affect their business development provided that such decisions can meet the internal audit requirements of the Purchasers’ group company.

(3)

All Parties agree that, as of the expiry date of six (6) months after the Closing Date, if the Target Companies fail to achieve any Extra Performance Indicators as provided in Section 8.12 of this Agreement, the Purchasers shall have the right to decide whether to dismiss the Founder from her position in the Target Companies or whether to adjust other personnel arrangements and operating modes of the Target Companies.

(4)

Notwithstanding the above, all Parties agree that since the expiry date of six (6) months after the Closing

Date, the Founder shall have the right to resign from any position in the Target Companies or their Affiliates or any entity Controlled by the Purchasers by giving written notice thirty (30) days in advance, the Purchasers shall immediately complete all necessary resignation procedures for the Founder as soon as possible in accordance with the relevant labor contract and the internal procedures of the Purchasers’ group company after receiving such written notice. The Founder’s right to resign in accordance with this section shall not be regarded as a waiver of the rights and benefits she is entitled to under this Agreement and the arrangements otherwise reached by the Parties.

8.12 Extra Performance Arrangement

(1)

All Parties agree that, within one (1) month after the Closing Date, the Purchasers and the Founder shall, in combination with the result of due diligence, determine the extra performance indicators that should be achieved by the Target Companies within six (6) months after the Closing Date (the “Extra Performance Indicators”), and determine the comprehensive resource investment (including but not limited to capital, human resources, etc.) of the Purchasers’ group company into the Target Companies according to such Extra Performance Indicators after the expiry of six (6) months after the Closing Date (the “Extra Performance Arrangement”). The Founder hereby covenants that she will make commercially reasonable efforts to procure the Target Companies to achieve the Extra Performance Indicators.

(2)

All Parties agree that, if the Founder procures the Target Companies to achieve the Extra Performance Indicators within six (6) months after the Closing Date, she shall be entitled to an extra performance award, the amount and payment terms of which shall be otherwise determined by the Founder and the Purchasers (the “Extra Performance Rewards”).

(3)

For the avoidance of any doubt, if the Target Companies fail to achieve the Extra Performance Indicators as of the date of the expiry of six (6) months after the Closing Date, the Purchasers shall have no obligation to pay the Founder the Extra Performance Rewards regardless whether the Target Companies achieve the Extra Performance Indicators subsequently.

8.13	Termination of the Employee Stock Option Incentive

The Warrantors covenant that they shall make commercially reasonable efforts to make sure to properly terminate the existing employee stock option incentive arrangement of the Offshore Seller after the Closing Date provided that the Purchasers and the Key Employees have reached agreements on the incentive and remuneration arrangements for the Key Employees.

8.14	Change of the Offshore Company’s Bank Account

The Warrantors shall make commercially reasonable efforts to procure the Offshore Company to change the authorized signatory of its sole bank account signature card to the personnel designated by the Purchasers as soon as possible after the Closing Date, and change the online banking system access rights of such bank accordingly. The Purchasers shall provide necessary cooperation.

8.15	Migration of User Information

The Warrantors covenant that they shall make commercially reasonable efforts to cooperate with the Purchasers to complete the necessary measures required by the Applicable Laws for the arrangement of the sharing, use and processing of the user data and information collected, used and processed by Beijing iRainbow (the “User History Information Migration”) during the period of Beijing iRainbow’s operation of the Aloha APP (the “Aloha APP”), including without limitation to, obtaining the authorization and consent of the relevant users for the User History Information Migration arrangement by setting up a popup window in the Finka APP and requiring the users to actively click the consent button.

8.16	Completion of the Business Contracts Assignment

The Warrantors covenant that they shall make commercially reasonable efforts to procure Beijing iRainbow and/or WFOE (as the case may be) to have assigned all the rights and obligations under all business contracts listed in Exhibit XIII (the “Business Contracts”) to the Domestic Company upon the reasonable request of the Purchasers and to have entered into transfer agreements in form and substance reasonably satisfactory to the Purchasers with the relevant parties.

9	Exclusivity

Within the period of one (1) months since the Signing Date (the “Exclusivity Period”), the Sellers shall conduct the Proposed Transaction with the Purchasers on an exclusive basis. The Sellers hereby represent and warrant that the Sellers are not be subject to any transactions in relation to the Proposed Transaction, including but not limited to the potential sale, transfer and/or financing arrangement, or any limitations in other agreements in relation to the Proposed Transaction (including without limitation to the transactions with any other parties in relation to the Target Companies or the Business of the Target Companies). The Sellers also undertake and agree that they will not voluntarily solicit the interest, initiate any discussion, make any agreement or conduct any other acts with the similar nature with any other third parties with respect of any transactions in relation to the Proposed Transaction (including without limitation, any transactions in relation to the Target Companies or the Business of the Target Companies) within the Exclusivity Period, including but not limited to potential sale and/or transfer in whole or in part, change of control and/or financing arrangement, or any other substantially similar arrangement.

All Parties agree that, if the Sellers violate this Section 9, the Sellers shall not only stop such breaching behaviors immediately, but also pay the Purchasers a liquidated damage in the amount of RMB1,000,000 or the equivalent in U.S. dollars (the “Exclusivity Liquidated Damages”). The Sellers shall pay the full Exclusivity Liquidated Damages in a lump sum within ten (10) Business Days after receiving the relevant notice from the Purchasers. All Parties agree and acknowledge that the amount of the Exclusivity Liquidated

Damages has accurately reflected the Purchasers’ reasonable estimate of all losses that the Purchasers may suffer due to the Sellers’ breach of this section. After receiving the full amount of Exclusivity Liquidated Damages paid by the Sellers, the Purchasers shall irrevocably waive all claims and claims against the Sellers due to the Sellers’ violation of this Section 9.

10	Confidentiality

10.1	Each Party may make available to the other Parties the information reasonably required by each Party to complete the Proposed Transaction.

10.2

The terms of this Agreement, as well as the discussions conducted in connection with the Proposed Transaction, are strictly confidential; provided that the terms of the Agreement may be disclosed to professional advisers, suppliers, employees and Affiliates on a need-to-know basis; provided further that, they shall be firstly informed of the confidential nature of such information and those advisers, suppliers, employees and Affiliates shall be subject to similar confidentiality obligations. Except as required by the Applicable Laws (including stock exchange rules) or legal process, neither Party hereto nor any of their representatives, shall make any public statements, announcements or press releases with respect to the matters contemplated by this Agreement, or otherwise in connection with the Proposed Transaction, without the prior written consent of the other Parties, consultation in advance with the other Parties concerning the reasons for and content of such announcements, statements or releases, and without obtaining the approval by the other Parties on the draft public statements, announcements or press releases.

10.3	Notwithstanding any provision mentioned above, all Parties agree that after the Closing Date, the Purchasers may make any announcement concerning the Target Companies or their operation, business or assets without the need of consultation with the Warrantors in advance.

11	Liabilities for Breach

11.1

The Sellers and the Warrantors shall not be liable for the relevant claims, unless the amount of the relevant claims (if this sections does not exist) that should have been recovered from the Sellers and the Warrantors, in combination with the recoverable amount under any other claims, exceeds RMB1,500,000 or equivalent in USD (the “Accumulative Deductible”).

For the avoidance of any doubt, if the total amount that should have been recovered from the Sellers and the Warrantors under the relevant claims exceeds the Accumulative Deductible, the Sellers and the Warrantors shall only be liable for the excess of the Accumulative Deductible.

11.2

Subject to the above agreement, the Warrantors shall, jointly and severally, indemnify and hold harmless the Purchasers for all losses, damages, claims, liabilities, costs and expenses, interest, awards, judgments and penalties suffered or incurred by the Purchasers and the Target Companies arising out of or relating to any breach by the Warrantors and/or their Affiliates of any representations, warranties, covenants, undertakings, agreements or obligations set forth in this Agreement or any other Transaction Documents.

Notwithstanding anything to the contrary herein, the upper limit of the Warrantors’ full liability under the Transaction Documents shall be 15% of the total amount of the Purchase Price actually received by the Sellers under this Agreement.

11.3

The Purchasers shall, jointly and severally, indemnify and hold harmless the Warrantors for all losses, damages, claims, liabilities, costs and expenses, interest, awards, judgments and penalties suffered or incurred by the Purchasers and/or their Affiliates arising out of or relating to any breach by the Purchasers of any representations, warranties, covenants, undertakings, agreements or obligations set forth in this

Agreement or any other Transaction Documents. Notwithstanding anything to the contrary herein, the upper limit of the Purchasers’ full liability under the Transaction Documents shall be 15% of the total amount of the Purchase Price under this Agreement.

11.4

Notwithstanding the above, for any losses suffered by the Warrantors or the Purchasers (including their respective Affiliates) due to fraud, deliberate misconduct or deliberate concealment, the liability for compensation of the Warrantors or the Purchasers shall be limited to 30% of the total Purchase Price.

11.5	Neither party has the right to claim any punitive damages or indirect damages in respect of any claims under this Agreement or in connection with the Proposed Transaction.

12	Miscellaneous

12.1	Binding Effect; Assignment

This Agreement shall be binding upon and shall be enforceable by each Party, its successor(s) and permitted assignees. Neither Party hereto shall assign all or part of its rights and/or obligations under this Agreement without prior written consent from the other Parties.

12.2	Governing Law and Dispute Resolution

(1)

This Agreement shall be governed by, and construed in accordance with, the laws of the PRC.

(2)

If a dispute arises among the Parties in connection with this Agreement, the Parties shall use their reasonable endeavors to resolve the matter amicably upon any of the Parties’ written request. In the event that the dispute cannot be resolved within thirty (30) calendar days after the serving of the written request, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (the “CIETAC”) for arbitration and shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The seat of arbitration shall be Beijing and the arbitral tribunal shall consist of three arbitrators. The arbitration proceeding shall be conducted in Chinese. The arbitral award is final and binding upon all Parties. The costs of arbitration, including fees for legal counsel, shall be borne by the losing Party, unless otherwise determined by the arbitration award.

12.3	Amendments

Except as otherwise permitted herein, this Agreement and its provisions may be amended, changed, waived, discharged or terminated only in writing signed by each of the Parties.

12.4

Notices

All notices, claims, certificates, requests, demands and other communications under this Agreement shall be made in writing and shall be delivered to any Party hereto by hand or sent by facsimile, or sent, postage prepaid, by reputable overnight courier services at the address given for such Party below in this Section 12.4 or any other address specified by such Party by serving a notice to all other Parties, and shall be deemed given when so delivered by hand, or if sent by facsimile, upon receipt of a confirmed transmittal receipt, or if sent by overnight courier, five (5) calendar days after delivery to or pickup by the overnight courier service.

Notices under this Agreement shall be sent to the Parties at the address and for the attention of the Person set out below:

Purchasers:

Address：Block B, Building 2, North District, Apple Community, Baiziwan Road, Chaoyang District, Beijing

Telephone：***

Email Address： ***

Attn.：***

Sellers/Warrantors/Target Companies

Address：Room 903, Fangzheng International Building, Haidian District, Beijing

Telephone：***

Email Address：***

Attn.：***

12.5	Further Assurances

Each Party shall (or shall procure other parties to) do and perform, or cause to be done and performed, all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other Party may reasonably request to give effect to the terms and intent of this Agreement.

12.6	Entire Agreement

This Agreement (including its exhibits) and the rest of the Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior written or oral understandings or agreements (including the Letter of Intent entered into by and among the Purchasers, the sellers, the Target Companies, Chao Wu and Beijing iRainbow on October 16, 2020). This Agreement shall prevail over any latter agreement or documents prepared solely for the purpose of completing the transfer of the Shares and/or the Equity Interests (if applicable).

12.7	Severability

If any provision of this Agreement shall be held invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforced to the fullest extent permitted by the Applicable Laws. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly gives effect to the original intent of unenforceable provision.

12.8	Remedies Cumulative

The rights and remedies available under this Agreement or otherwise available shall be cumulative of all other rights and remedies and may be exercised successively.

12.9	Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12.10

Expenses

Unless expressly provided for otherwise in this Agreement, each Party hereto shall bear its own legal and professional fees, Taxation, costs and expenses incurred in the negotiation, preparation, execution and closing of this Agreement and all documents and transactions contemplated hereunder.

12.11

Language

This Agreement shall be executed in Chinese.

[Intentionally Left Blank]