Exhibit
10.3


 


SHARE
PURCHASE AND OPTION AGREEMENT


 


This
SHARE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”),
dated July 16, 2018, is entered into by and between Seven Stars Cloud Group, Inc., a corporation incorporated under the laws of
Nevada (the “Company”), and Star Thrive Group Limited ,
a company incorporated and existing under the laws of the British Virgin Islands (the “Purchaser”).


 


WITNESSETH:


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement, and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”). Rule 506 promulgated thereunder and/or Regulation S under the Securities
Act, the Company desires to issue and sell to the Purchaser, and the Purchaser has agreed to purchase from the Company, an aggregate
of 12,568,306 shares of the Company’s common stock (“Common Stock”), at the price of USD1.83 per share for the
total purchase price of USD23,000,000, subject to the terms and conditions set forth herein.


 


WHEREAS,
the Purchaser understands that this offering is being made without registration of the Common Stock under the Securities Act of
1933, as amended (the “Securities Act”), or any securities law of any state of the United States or of any other jurisdiction,
and is being made only to “accredited investors” or non-U.S. persons.


 


NOW,
THEREFORE, in consideration of the respective undertakings stated herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


		1.	DEFINITIONS.
Whenever used herein, unless the context otherwise requires,
the following words and phrases shall have the following meanings:



 


“Affiliate”
of any specified Person shall mean any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”,
when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Agreement”
shall have the meaning given to such term in the preamble.


 


“Board”
shall mean the board of directors of the Company.


 


“Business
Day” shall mean any day
that is not a Saturday, a Sunday or other day on which banking institutions in the Slate of New York, PRC, Hong Kong or the Cayman
Islands arc required by law to be closed.


 


“Call
Option” shall have the meaning specified in Section 2.4 of this Agreement.


 




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“Claim
Notice” shall have the meaning specified in Section 6.2(a) of this Agreement.


 


“Closing”
shall have the meaning specified in Section 2.2 of this Agreement.


 


“Closing
Schedule” shall have the meaning specified in Section 2.2 of this Agreement.


 


“Common
Stock” means any share of common stock of the Company.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Dispute”
shall have the meaning specified in Section 7.2 of this Agreement.


 


“Group
Company” means the Company, its subsidiaries and any other Person that is directly or indirectly controlled by the Company,
including its consolidated variable interest entities.


 


“Hong
Kong” shall mean the Hong Kong Special Administrative Region of the PRC.


 


“Indemnified
Party” shall
have the meaning specified in Section 6.1 of this Agreement.


 


“Indemnifying
Party” shall have the meaning specified in Section 6.1 of this Agreement.


 


“Indemnity
Notice” shall have the meaning specified in Section 6.3 of this Agreement.


 


“Losses”
shall have the meaning specified in Section 6.1 of this Agreement.


 


“Material
Adverse Effect” shall mean any event, fact, circumstance or occurrence that, individually or in the aggregate with any
other events, facts, circumstances or occurrences, results in or would reasonably be expected to result in a material adverse change
in or a material adverse effect on (i) the financial condition, assets, liabilities, results of operations, business, prospects
or operations of the Company or its subsidiaries taken as a whole, except to the extent that any such Material Adverse Effect results
from (x) changes in generally accepted accounting principles that are generally applicable to comparable companies or (y) changes
in general economic and market conditions in the PRC; or (ii) the ability of the Company to consummate the transactions contemplated
by this Agreement.


 


“Person”
shall mean any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, governmental authority or any other legal entity, including public bodies, whether
acting in an individual, fiduciary or other capacity.


 


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


 


“Purchaser”
shall have the meaning specified in the preamble to this Agreement.


 


“Purchase
Price” shall mean USD23,000,000.


 


“Regulation
S” shall have
the meaning specified in Section 3.7 of this Agreement.


 




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“Securities
Act” shall
mean the United States Securities Act of 1933, as amended.


 


“Shares”
shall mean the 12,568,306 shares of the Company’s Common Slock to be purchased by the Purchaser at the price of USD 1.83
per share.


 


“Third
Party Claim” shall have the meaning specified in Section 6.2(a) of this Agreement.


 


“US$”
and “U.S. dollar” shall mean the lawful currency for the time being of the United States of America.


 


		2.	SHARES



 


2.1           Issuance
of the Shares. Subject to the satisfaction of terms and conditions of this Agreement, the Company agrees to issue to the Purchaser
and the Purchaser hereby agrees to purchase from the Company, for the aggregate purchase price of USD 23,000,000 (the “Purchase
Price”), an aggregate of 12,568,306 shares of the Company’s Common Stock (the “Shares”), at the price
of USD1.83 per share, and in accordance with the installments as set forth in the Closing Schedule of Section 2.2 below (the “Closing
Schedule”).


 


2.2
          Closing
Schedule. Subject to Sections 2.5 and 2.6 of this Agreement, the closing of the issuance and purchase of the
Shares shall consist of six (6) separate closings as set out in the Closing Schedule (each a “Closing” and collectively
the “Closings”), and each Closing shall take place remotely via the exchange of documents and signatures, on a date
specified by the parties herein upon the fulfillment of the conditions as set forth in Section 2.5 and 2.6. The
Company shall, upon each Closing, deliver to the Purchaser a share certificate representing the corresponding number of shares
issuable at such Closing, free and clear of encumbrances.


 


	#	 	Shares to be issued
 by installment	 	 	Closing Date	 	Purchase Price by
 installment (USD)	 
	First Closing	 	 	1,256,831	 	 	July [ 25 ], 2018	 	 	2,300,001	 
	Second Closing	 	 	1,256,831	 	 	No later than August 31, 2018	 	 	2,300,001	 
	Third Closing	 	 	1,256,831	 	 	No later than September 30, 2018	 	 	2,300,001	 
	Fourth Closing	 	 	1,256,831	 	 	No later than October 31, 2018	 	 	2,300,001	 
	Fifth Closing	 	 	3,142,075	 	 	No later than November 30, 2018	 	 	5,749,997	 
	Sixth Closing	 	 	4,398,907	 	 	No later than December 31, 2018	 	 	8,050,000	 
	Total	 	 	12,568,306	 	 	 	 	 	USD23,000,000	 



 




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2.3           Method
of Payment. The Purchaser shall pay and deliver to the Company
at each Closing the corresponding purchase price as set out in the Closing Schedule above, in U.S. dollars or/and RMB by wire
transfer, or by such other method mutually agreeable to the Company and the Purchaser prior to the Closing Date of each installment
set out above, of immediately available funds to the following bank account as designated by the Company, such that the payment
shall have been delivered and made available to such bank account:


 


Name
of Bank: THE HONG KONG AND SHANGHAI BANKING


CORPORATION
LIMITED


Address:
1 QUEEN’S ROAD CENTRAL, HONG KONG


Account
No.: 411758345838


Account
holder: YOU ON DEMAND (ASIA) LIMITED


SWIFTCODE: HSBCHKHHHKH


 


2.4           Call
Option for Additional Share Purchase. Subject to the terms and conditions of this Agreement, the Company shall grant to
the Purchaser, and the Purchaser shall accept, a share purchase option (the “Call Option”), pursuant to which the
Purchaser may, within twenty-four (24) months alter execution of this Agreement, purchase from the Company such number of the
Common Stock that would bring the Purchaser’s total ownership of the Company’s issued and outstanding shares up
to 19.5% on fully diluted basis, at the price equal to 95% of the weighted average trading price of the Common Stock within
three (3) months prior to the exercise date of the Call Option.


 


2.5          
Conditions to the Purchaser’s Obligations
to effect Each Closing. The obligation of the Purchaser to proceed with each Closing as set out in the Closing Schedule is
subject to the satisfaction, on or before the corresponding Closing, of the following conditions, any of which may be waived in
writing by the Purchaser in its sole discretion:


 


(a)          All
corporate and other actions required to be taken by the Company in connection with the execution and performance of this Agreement
and the issuance, sale and delivery of the Shares shall have been completed: and the Company shall have delivered a copy of its
board resolutions and/or the shareholder resolutions (as applicable) approving the execution and performance of this Agreement
and the issuance, sale and delivery of the Shares;


 


(b)          The
representations and warranties of the Company to the Purchaser contained in Article 3 of this Agreement shall have been
true and correct on the date of this Agreement and true and correct in all material respects as of the date of the relevant Closing,
and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material
respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed
or complied with on or before the Closing Date;


 




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(c)          No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether
temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the
consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties
in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation
to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent
jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the
transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with
the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.


 


2.6           Conditions
to the Company’s Obligations to effect Each Closing. The obligation of the Company to proceed with each Closing as set
out in the Closing Schedule is subject to the satisfaction, or waiver by the Company, of each of the following conditions, upon
or before the corresponding Closing:


 


(a)          All
corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Shares shall have been
completed;


 


(b)          The
representations and warranties of the Purchaser contained in Article 4 of this Agreement shall have been true and correct
on the date of this Agreement and in all material respects as of the Closing Date, and the Purchaser shall have performed and complied
in all material respects with all, and not be in breach or default in any material respect under any agreements, covenants, conditions
and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date; and


 


(c)          No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether
temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the
consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties
in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation
to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent
jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the
transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with
the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.


 


		3.	REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The
Company hereby represents and warrants to the Purchaser the following as of the date hereof and as of the date of each Closing:



 


3.1           Due
Formation. The Company is a company duly incorporated as a corporation, validly existing and in good standing under the
laws of the State of Nevada, USA. The Company has all requisite power and authority to carry on its business as it is
currently being conducted.


 


3.2           Authority.
The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document
and instrument to be executed and delivered by the Company pursuant to this Agreement and to perform its obligations hereunder.
The execution and delivery by the Company of this Agreement and any agreements, certificates, documents and instruments to be executed
and delivered by the Company pursuant to this Agreement, and the performance by the Company of its obligations hereunder, have
been duly authorized by all requisite actions on its part.


 




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3.3           Valid
Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.


 


3.4           Valid
Issuance of the Shares. The Shares to be issued, sold and delivered under this Agreement will be duly and validly issued and
fully paid, and based in part upon the representations and warranties of the Purchaser in this Agreement, will be issued in compliance
with all applicable federal and state securities laws.


 


3.5           Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i)
violate any provision of the organizational documents of the Company or violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company
is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation
of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract,
lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which any
of the Company’s assets are subject. There is no action, suit or proceeding, pending or threatened against the Company that
questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions
contemplated hereby.


 


3.6           Consents
and Approvals. Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of
any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms
requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or
public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to
the Closing Date.


 


3.7           Securities
Laws. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, (a) no directed selling
efforts into the United States (as defined in Rule 902 of Regulation S under the Securities Act (“Regulation S”))
have been made by the Company, any of its affiliates, or any person acting on its behalf with respect to the Shares, and (b) none
of such persons has taken any actions that would result in the sale of the Shares to the Purchaser under this Agreement requiring
registration under the Securities Act.


 


3.8           Events
Subsequent to Most Recent Fiscal Period. Since January 1, 2018 until the date hereof and to the Closing Date, there has not
been any event, fact, circumstance or occurrence that has had or would reasonably be expected to have a Material Adverse Effect.


 




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		4.	REPRESENTATIONS
                                         AND WARRANTIES OF THE PURCHASER. The Purchaser
                                         hereby represents and warrants to the Company the following as of the date hereof and
                                         as of the date of each Closing:



 


4.1           Due
Formation. The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. The
Purchaser has all requisite power and authority to carry on its business as it is currently being conducted.


 


4.2           Accredited
Investor. The Purchaser, is an “accredited investor”
as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as amended to date, and Subscriber is
able to bear the economic risk of any investment in the Shares and in the Company. The Purchaser shall complete and deliver to
the Company prior to each Closing an executed copy of the Accredited Investor Questionnaire.


 


4.3           Authority.
The Purchaser has full power and authority to enter into, execute
and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser
pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by the Purchaser of this Agreement
and any agreements, certificates, documents and instruments to be executed and delivered by the Purchaser pursuant to this Agreement,
and the performance by the Purchaser of its obligations hereunder have been duly authorized by all requisite actions on its part.


 


4.4           Valid
Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies.


 


4.5           Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i)
violate any provision of the organizational documents of the Purchaser or violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which
the Purchaser is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration
of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement,
contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound
or to which any of the Purchaser’s assets are subject, in each case of the foregoing (i) and (ii), in such a manner that
would materially and adversely affect the Purchaser’s ability to consummate the transactions contemplated hereby. There
is no action, suit or proceeding, pending or threatened against the Purchaser that questions the validity of this Agreement or
the right of the Purchaser to enter into this Agreement or to consummate the transactions contemplated hereby.


 




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4.6           Consents
and Approvals. Neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser
of any of the transactions contemplated hereby, nor the performance by the Purchaser of this Agreement in accordance with its terms
requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public
body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing
Date.


 


4.7           Investment
Intent. The Purchaser is purchasing the Shares solely for its own account for investment and not with a view to or for sale
in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering
to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction, the entire legal and beneficial
interest of the Shares is being purchased, and will be held, for the Purchaser’s account only, and neither in whole or in
part for any other Person,


 


4.8           Regulation
S Eligibility; Restriction on Resale. The Purchaser acknowledges that the Purchaser is acquiring the Shares in an offshore
transaction in reliance upon the exemption from registration provided by Regulation S. The Purchaser is not a U.S. person as defined
in Rule 902 of Regulation S and is located outside of the United States. The Purchaser understands that the Shares to be purchased
by the Purchaser has not been registered under the Securities Act and may not be offered or sold within the United States or to,
or for the account or benefit of, a U.S. person except pursuant to an exemption from, or in a transaction not subject to the registration
requirements under the Securities Act.


 


4.9           Experience.
The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits
and risks of its investment in its Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment,
including a complete loss of its investment.


 


		5.	COVENANTS.



 


5.1           Use
of Proceeds. The Company shall use the proceeds from the issuance of the Shares for general corporate purposes and shall not
be used to repay any shareholders loans.


 


5.2           Further
Assurances. From the date of this Agreement to the Closing Date, the Company and the Purchaser shall use their reasonable best
efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby.


 


		6.	INDEMNIFICATION.



 


6.1           Indemnification.
The Company (an “Indemnifying Party”) shall indemnify and hold the Purchaser and its directors, officers, employees,
advisors and agents (collectively, the “Indemnified Party”) harmless from and against any losses, claims, damages,
fines, expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other
expenses incurred in connection with, and any amounts paid in settlement of. any pending or threatened legal action or proceeding,
and any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable loss hereunder
(collectively, “Losses”) resulting from or arising out of: (a) the breach of any representation or warranty
of such indemnifying Party contained in this Agreement or in any schedule or exhibit hereto; or (b) the violation or nonperformance,
partial or total, of any covenant or agreement of such Indemnifying Party contained in this Agreement for reasons other than gross
negligence or willful misconduct of such Indemnified Party. In calculating the amount of any Losses of an Indemnified Party hereunder,
there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with
respect to such Losses, if any.


 




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6.2           Third
Party Claims.


 


(a)          If
any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party
(a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification
against the Indemnifying Party under this Article 6, then the Indemnified Party shall promptly (i) notify the Indemnifying
Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party
a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy
of all papers served with respect to such claim (if any), and the basis of the Indemnified Parly’s request for indemnification
under this Agreement.


 


(b)          Upon
receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense
of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing
that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying
Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such
settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party.


 


(c)          If
requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate
with the indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest,
including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against
any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect
to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be
entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement
of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 6.2(b) of this Agreement.


 


(d)          In
the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election
within the thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such
action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted
hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.


 




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6.3           Other
Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which docs not involve
a Third Party Claim, the indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity
Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the
amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this
Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity
Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with
such claim.


 


		7.	MISCELLANEOUS.



 


7.1           Survival
of the Representations and Warranties. All representations and warranties made by any party hereto shall survive for eighteen
(18) months and shall terminate and be without further force or effect on the date that is eighteen (18) months from the date hereof,
except as to any claims thereunder which have been asserted in writing pursuant to Section 6.1 against the party making
such representations and warranties on or prior to such date that is eighteen (18) months from the date hereof.


 


7.2           Governing
Law; Arbitration. This Agreement shall be governed and interpreted in accordance with the laws of the state of New York without
giving effect to the conflicts of law principles thereof. Any dispute arising out of or relating to this Agreement, including any
question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved
by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre
Administered Arbitration Rules then in force. There shall be three arbitrators. Each Party has the right to appoint one arbitrator
and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration
proceedings shall be English. The seat of arbitration shall be Hong Kong. Each of the Parties irrevocably waives any immunity to
jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award
attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising
out of or based on this Agreement or the transactions contemplated hereby.


 


7.3           Amendment.
This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the parties hereto.


 


7.4           Binding
Effect. This Agreement shall inure to the benefit of, and be binding upon, the Purchaser, the Company, and their respective
heirs, successors and permitted assigns.


 


7.5           Assignment.
Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without
the express written consent of the other Party, except that the Purchaser may assign or pledge all or any part of its rights and
obligations hereunder and under this Agreement to any Affiliate of the Purchaser, without the consent of the Company, provided
that no such assignment shall relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations.
Any purported assignment in violation of the foregoing sentence shall be null and void.


 


7.6           Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of actual delivery if delivered personally to the party hereto to whom notice is to be given, on the date
sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery to Federal Express properly
addressed or on the day of attempted delivery by the U.S. Postal Service if mailed by registered or certified mail, return receipt
requested, postage paid, and properly addressed as follows:


 




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	If to the Company, at:	Seven Stars Cloud Group, Inc.
	 	No. 4 Drive-in Movie Theater Park, No. 21
	 	Liangmaqiao Road, Chaoyang District, Beijing.
	 	P.R.C. 100125
	 	Attn: Legal Department
	 	Telecopy: 86+10-8586-2775
	 	 
	 	With a copy to:
	 	Seven Stars Cloud Group. Inc.
	 	55 Broadway, 19th
    Floor
	 	New York, NY 10006
	 	Ann: President
	 	Telecopy:
	 	 
	If to the Purchaser, at:	Star Thrive Group Limited
	 	 
	 	P.O.Box 957, Offshore Incorporation Centre
	 	Road Town. Tortola, British Virgin Islands


 


Any
party hereto may change its address for purposes of this Section 7.6 by giving the other Party written notice of the new
address in the manner set forth above.


 


7.7           Entire
Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the matters
covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the parties with respect to the
matters covered hereby are merged and superseded by this Agreement.


 


7.8           Severability.
If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether
in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from
the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other
provisions hereof shall be given effect separately therefrom and shall not be affected thereby.


 


7.9           Fees
and Expenses. Except as otherwise provided in this Agreement, the Company and the Purchaser will bear their respective expenses
incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby,
including fees and expenses of attorneys, accountants, consultants and financial advisors.


 


7.10         Confidentiality,
(a) Each party hereto shall keep in confidence, and shall not use (except for the purposes of the transactions contemplated hereby)
or disclose, any non-public information disclosed to it or its affiliates, representatives or agents in connection with this Agreement
or the transactions contemplated hereby, and (b) each party hereto shall ensure that its affiliates, representatives and agents
keep in confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public
information, provided, however, that nothing in this Agreement shall restrict any party from disclosing information (i) that is
already publicly available and not as a result of a breach of this section, or (ii) that may be required by applicable law. statute,
treaty, rule, regulation, order, right, privilege, qualification, license or franchise or determination of an arbitrator or a court
or other governmental authority or stock exchange; provided, however, that any disclosure related to the terms of
the transactions contemplated hereby shall require the Company to provide prior written notice to the Purchaser and at least a
time period not shorter than two (2) Business Days for the Purchaser to review and provide comments on such disclosure.


 




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7.11         Specific
Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or equity.


 


7.12         Headings.
The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not
expressly or by implication limit, define or extend the specific terms of the section so designated,


 


7.14         Execution
in Counterparts;. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the
same instrument


 


7.15         No
Waiver. Except as specifically set forth herein, the rights and remedies of the parties to this Agreement are cumulative and
not alternative. No failure or delay on the part of any party in exercising any right, power or remedy under this Agreement will
operate as a waiver of such right, power or remedy, and no single or partial exercise of any such right, power or remedy will
preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. To
the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party,
in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver
that may be given by a party will be applicable except in the specific instance
for which it is given; and (c) no notice to or demand on
one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand
to take further action without notice or demand as provided in this Agreement.


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.


 


	 	Seven Stars
    Cloud Group, Inc.
	 	 	 
	 	By:	/s/ Bruno Wu
	 	 	Name: Bruno wu
	 	 	Title:
    Chairman/CEO
	 	 	July 18, 2018.


 


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IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	 	Star Thrive
    Group Limited
	 	 
	 	 	 
	 	By:	/s/
    JIANG Shihao
	 	 	Name: JIANG Shihao
	 	 	Title: Director
	 	 	 
	 	 	 


 


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