Exhibit 10.5


 


Shareholder
Voting Proxy Agreement 


 


This
Shareholder Voting Proxy Agreement (this “Agreement”) is entered into in the People’s Republic of China (the “PRC”)
on [                ], 2022, by and among the following Parties:


 


Party
A: (“Shareholders”)


 


(Shareholders
listed above are hereinafter referred to individually as a “Shareholder” and collectively as the “Shareholders.”)


 


Party
B: Mofy Metaverse (Beijing) Technology Co., Ltd. (the “WFOE”)


 


Registered
address: 307, Floor 3, Building 17, Courtyard 1, Balizhuang Bridge Nanli, Chaoyang District, Beijing


 


Party
C: Global Mofy (Beijing) Technology Co., Ltd. (the “Company”)


 


Registered
address: Building A12, Xidian memory cultural and creative Town, Gaobeidian Township, Chaoyang District, Beijing


 


(In
this Agreement, the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties.”)


 


WHEREAS:


 


(1)


 


The
Shareholders are the registered shareholders of the Company, legally holding 【xx%】 equity interest of the Company (the
“Company Equity Interest”). Appendix 1 sets forth the capital contribution amount and the shareholding percentage of each
of the Shareholders in the registered capital of the Company on the signing date of this Agreement.


 


(2)


 


The
Shareholders intend to appoint an individual designated by the WFOE to exercise their voting rights in the Company as a shareholder,
and the WFOE intends to appoint an individual to accept such delegation.


 


NOW,
THEREFORE, the Parties, through amicable negotiations and based on the principle of equality and mutual benefit, agree as follows:


 






    1 / 12


     


    

 


Article 1
Delegation of Voting Rights


 


1.1


 


The
Shareholders hereby irrevocably undertake that they will execute a power of attorney separately upon the request of the WFOE after execution
of the Agreement and authorize the individual (hereinafter referred to as the “Trustee”) appointed by the WFOE at that time
to exercise the following rights (hereinafter collectively referred to as the “Entrusted Rights”) as a shareholder of the
Company as stipulated in the Articles of Association in force at that time:


 


(a)


 


Propose,
convene and attend the shareholder meeting of the Company as the agent of the Shareholders;


 


(b)


 


Exercise
the voting rights on behalf of the Shareholders on all matters that need to be discussed and resolved by the shareholder meeting, including
but not limited to the disposal of the assets of the Company, the sale or transfer or pledge or disposal of all or part of the equity
of the Company, the dissolution or liquidation of the Company, and the exercise of the rights enjoyed during liquidation according to
law;


 


(c)


 


Appoint,
elect and dismiss the Company’s legal representatives (chairman of the board), directors and supervisors on behalf of the Shareholders,
and determine the appointment or dismissal of General Manager, Deputy Managers, principal financial officers and other senior management
personnel;


 


(d)


 


Exercise
the voting rights on behalf of the registered shareholders of the Company in the event of its bankruptcy;


 


(e)


 


Propose
to convene an interim shareholder meeting;


 


(f)


 


Sign
and file the documents at the relevant company registry; and


 


(g)


 


Other
shareholder voting rights under the Articles of Association (including any other shareholder voting rights provided for by any amendment
to these Articles).


 






    2 / 12


     


    

 


1.2


 


The
premise of above-mentioned authorization and delegation is that the WFOE agrees to the above-mentioned authorization and delegation to
the Trustee. The Shareholders shall not revoke the entrustment and authorization made to the Trustee, unless the WFOE gives the Shareholders
a written notice to remove or replace the Trustee. The Shareholders shall then appoint another person designated by the WFOE to exercise
the above Entrusted Rights, and such new authorization and delegation shall supersede, immediately upon its grant, the original authorization
and delegation. In addition, the Shareholders shall not revoke the Entrusted Rights made to the Trustee.


 


1.3


 


The
Trustee shall perform the fiduciary duties in accordance with the law in a prudent and diligent manner within the scope of authorization
provided herein; the Shareholders shall acknowledge and assume the corresponding responsibilities for any legal consequences arising
from the exercise of the above mentioned Entrusted Rights by the Trustee.


 


1.4


 


The
Shareholders hereby confirm that the Trustee may exercise the Entrusted Rights at its sole discretion without soliciting prior advice
from the Company and the Shareholders. Any act of the Trustee in exercising the above mentioned Entrusted Rights shall be deemed to be
the act of the Shareholders, and any document signed by the Trustee shall be deemed to be signed by the Shareholders.


 


1.5


 


Each
of the Shareholders warrants that, without the prior written consent of the WFOE, it will not exercise any Entrusted Rights, or interfere
in the exercise of the Entrusted Rights by the Trustee, but will make best efforts to cooperate with the Trustee in exercising such rights.
Each Shareholder further agrees to execute promptly all reasonably necessary agreements, resolutions and other documents and to take
all reasonably necessary actions to implement the provisions of the Agreement and to assist the Trustee in exercising Entrusted Rights.


 


Article 2
Right to Information


 


2.1


 


For
the purpose of exercising the Entrusted Rights under the Agreement, the Trustee shall be entitled to know about the operation, business,
customers, finance, employees and other relevant information of the Company and have access to relevant materials of the Company, and
the Company shall provide full cooperation with respect thereto.


 






    3 / 12


     


    

 


Article 3
Exercise of Entrusted Rights


 


3.1


 


The
Shareholders shall provide full assistance to the Trustee in exercising the Entrusted Rights, including, when necessary, signing the
shareholder’s meeting resolutions adopted by the Trustee or other relevant legal documents in a timely manner (for example, in
order to meet the filing requirement of documents required by government authority for examination and approval, registration and filing).


 


3.2


 


At
any time during the term of the Agreement, if granting or exercise of Entrusted Rights under the Agreement (except for the default of
Shareholders or the Company) cannot be achieved for any reason, the Parties shall immediately seek alternatives that are similar to unrealizable
provisions, and shall enter into a supplementary agreement to amend or adjust the terms of the Agreement so that the purpose of the Agreement
may continue to be achieved. 


 


Article 4
Disclaimer and Compensation


 


4.1


 


The
Parties acknowledge that in no event shall the WFOE be required to assume any liability or provide any economic or other compensation
to any other Party or any third party for the exercise of the Entrusted Rights under the Agreement by the individual designated by the
WFOE.


 


4.2


 


The
Shareholders agree to indemnify and hold the WFOE harmless from all losses incurred or likely to be incurred by the Trustee in the exercise
of the Entrust Rights, including but not limited to any loss arising from any action, recourse, arbitration or claims by any third party
against the WFOE or any administrative investigation or penalty by any governmental authorities, unless such losses are caused by any
willful misconduct or gross negligence of the WFOE.


 


Article 5
Representations and Warranties


 


5.1


 


The
Shareholders hereby separately and jointly make the following representations and warranties:


 


(a)


 


Each
of the Shareholders is a Chinese citizen with full capacity for civil conduct; each Shareholder has a complete and independent legal
status and legal capacity, and can independently act as a litigation subject.


 






    4 / 12


     


    

 


(b)


 


It
has the full power and authorization to sign and deliver this Agreement and all other documents to be executed related to the transactions
contemplated by this Agreement. It has the full power and authorization to consummate the transactions contemplated by this Agreement.


 


(c)


 


This
Agreement shall be lawfully and duly executed and delivered by all Shareholders. This Agreement constitutes legal and binding obligations
enforceable against the Shareholders in accordance with the provisions of this Agreement.


 


(d)


 


Each
Shareholder shall be the legal registered shareholder of the Company at the time of effectiveness of this Agreement. Except for the rights
set forth in this Agreement, the Equity Pledge Agreement and the Exclusive Option Agreement among the Shareholders and the Company and
the WFOE, there is no third party right in the Entrusted Rights. Under this Agreement, the Trustee may fully exercise the Entrusted Rights
in accordance with the then effective articles of association of the Company.


 


5.2


 


The
WFOE and the Company hereby severally represent and warrant as follows:


 


(a)


 


It
is a limited liability company duly registered and legally existing in accordance with Chinese Law, with independent legal personality.
It has full and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently act as
a litigation subject.


 


(b)


 


It
has full power and authorization to sign and deliver this Agreement and all other documents to be executed relating to the transactions
contemplated by this Agreement; it has full power and authority to consummate the transactions contemplated by this Agreement.


 


5.3


 


The
Company further represents and warrants that each Shareholder is a legal owner of record of the Company at the time of effectiveness
of this Agreement. Under this Agreement, the Trustee may fully exercise the Entrusted Rights in accordance with the then effective articles
of association of the Company.


 






    5 / 12


     


    

 


5.4


 


The
Company and its Shareholders further represent and warrant that in the event of the merger, split, dissolution, liquidation bankruptcy
or other occurrence that may affect Shareholders’ holding of ownership of the Company, any heir of the Shareholder shall be deemed
to be a signatory to this Agreement and shall inherit/assume all his or her rights and obligations under this Agreement. The Company
undertakes that it has made all appropriate arrangements and signed all necessary documents to ensure that the performance of this Agreement
will not be affected or hindered in the event of the merger, split, dissolution, liquidation bankruptcy or other occurrence that may
affect Shareholders’ holding of ownership of the Company.


 


Article 6
Confidentiality Obligations


 


6.1


 


Regardless
of whether this Agreement is terminated or not, each Party shall keep strictly confidential all business secrets, proprietary information,
customer information and all other information of a confidential nature concerning the other Parties known by it during the execution
and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained
from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed
to third parties in accordance with relevant laws, rules and regulations (including those of the United States Securities and Exchange
Commission) or the requirements of the place where any affiliate is listed on a stock exchange, the Party receiving the Confidential
Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party
shall not use any Confidential Information other than for the purpose of performing this Agreement.


 


6.2


 


The
following information shall not be deemed part of the Confidential Information:


 


(a)


 


any
information that has been lawfully acquired by the Receiving Party prior to entering into the Agreement as evidenced by other written
documents;


 


(b)


 


any
information entering the public domain not attributable to the fault of the Party receiving the information; or


 


(c)


 


any
information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.


 






    6 / 12


     


    

 


6.3


 


If
requested by either Party, the other Party shall return, destroy, or otherwise dispose of all documents, materials and software that
contains or may contain any Confidential Information as requested, and promptly stop using such Confidential Information.


 


6.4


 


For
purposes of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents
or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with all relevant
terms and conditions of this Article. In addition, the Receiving Party shall be responsible for any liability incurred as a result of
such persons’ breach of the relevant terms and conditions of this Article 6.


 


6.5.


 


The
Parties’ obligations under this Article shall survive the termination of this Agreement. Each Party shall still comply with
the confidentiality terms of this Agreement and fulfill the confidentiality obligations as promised, until the other Parties give consent
to the release of such obligations or as a matter of fact, violation of the confidentiality terms herein will not cause damage of any
form to the other Parties.


 


Article 7
Effectiveness, Termination and Term of Agreement


 


7.1


 


Subject
to the provisions of Articles 7.2 and 7.3 of this Agreement, this Agreement shall become effective upon execution by each of the Parties
on the date first written above. Unless terminated early by the Parties by written agreement or in accordance with the provisions of
Article 7.4 or 9.1 of this Agreement, the Agreement shall remain valid for ten (10) years. Upon the expiration of this Agreement, unless
the WFOE gives a non-renewal written notice to the other Parties 30 days prior to the expiration, this Agreement shall be renewed automatically
thereafter for successive ten (10)-year terms, and so on.


 


7.2


 


The
Parties to this Agreement shall complete the approval and registration procedures for extending their business terms within three months
before the expiration of their respective business terms so that the term of this Agreement may continue to be extended.


 


7.3


 


If
any of the Shareholders transfers all of its equity in the Company with the prior written consent of the WFOE, such Party shall cease
to be a Party hereto, while the obligations and covenants of other Parties under this Agreement shall not be adversely affected in any
way. If any Shareholder transfers all or part of its equity in the Company, such Shareholder undertakes to obtain written confirmation
of the transferee of such equity whereby such transferee agrees to inherit and perform all liabilities, obligations and covenants of
such Shareholder hereunder.


 






    7 / 12


     


    

 


7.4


 


During
the term of this Agreement, unless otherwise stipulated by law, the Shareholders or the Company shall not early terminate this Agreement.
Notwithstanding the foregoing, the WFOE may at any time terminate this Agreement with a written notice being given to other Parties thirty
(30) days in advance.


 


Article 8
Notice


 


8.1


 


Any
notice, request, demand and other correspondence required by this Agreement or made in accordance with this Agreement shall be made in
written form and delivered to the following address in person, by fax, telegram, telex, email, registered mail (postage paid) or express
mail.


 


To
the Shareholders:


 


Address:


 


Email:


 


To
the WFOE:


 


Address:


 


Email:


 


To
the Company:


 


Address:


 


Email:


 


8.2


 


If
any such notice or other correspondence is transmitted by fax, telegram, telex or email, it shall be treated as delivered immediately
upon transmission; if delivered in person, it shall be treated as delivered at the time of delivery; if delivered by registered mail
or express mail, it shall be treated as delivered three (3) days after posting.


 






    8 / 12


     


    

 


Article 9
Defaulting Liability


 


9.1


 


The
Parties agree and confirm that, if any party (hereinafter referred to as the “Defaulting Party”) materially breaches any
provision hereof or materially fails to perform any obligation under this Agreement, it constitutes a breach of contract under this Agreement
(hereinafter referred to as a “Default”), and any other non-Defaulting Party has the right to require the Defaulting Party
to make corrections or take remedial measures within a reasonable period of time. If the Defaulting Party fails to make corrections or
take remedial measures within a reasonable period of time or within 15 days after the written notice provided by other non-Defaulting
Party requesting for correction, then


 


(1)


 


In
case the Defaulting Party is a Shareholder, the WFOE shall be entitled to terminate this Agreement and claim damages from the Defaulting
Party.


 


(2)


 


If
the WFOE is the Defaulting Party, the non-Defaulting Party shall have the right to claim damages from the Defaulting Party, but under
no circumstances shall it have any right to terminate or suspend this Agreement unless otherwise provided by law.


 


9.2


 


Notwithstanding
other provisions of this Agreement, the validity of this article shall not be affected by any termination or suspension of this Agreement.


 


Article 10
Miscellaneous


 


10.1


 


This
Agreement is written in English and translated into Chinese. In the event of any discrepancy between the two versions, the English version
shall prevail. This Agreement is made with three (3 ) original copies, with one (1) original to be retained by each Party hereto.


 


10.2


 


The
execution, validity, performance, revision, interpretation and termination of this Agreement and the resolution of any dispute arising
from this Agreement shall be governed in accordance with the laws of the PRC.


 






    9 / 12


     


    

 


10.3


 


Should
any dispute arise in connection with construction or performance of any provision under this Agreement, the Parties shall seek in good
faith to resolve such dispute through negotiations. If the negotiations fail, any of the Parties may submit the dispute to the China
International Economic and Trade Arbitration Commission (CIETAC) for arbitration in Beijing in accordance with CIETAC’s arbitration
rules then in effect at the time of applying for arbitration, and the language of arbitration shall be in Chinese. The arbitration
award shall be final and binding on each of the Parties. 


 


10.4


 


None
of the rights, powers or remedies granted to any Party by any provision herein shall preclude any other rights, powers or remedies available
to such Party at law and under the other provisions of this Agreement. In addition, a Party’s exercise of any of its rights, powers
and remedies shall not exclude such Party from exercising any of its other rights, powers and remedies.


 


10.5


 


No
failure or delay by a Party in exercising any rights, powers and remedies available to it hereunder or at law (“Such Rights”)
shall result in a waiver thereof, nor shall the waiver of any single or part of Such Rights shall exclude such Party from exercising
Such Rights in any other way and exercising other rights of such Party.


 


10.6


 


Each
term contained herein shall be severable and independent from each of the other terms. In case any term herein becomes all or partly
invalid or unenforceable due to violation of law or governmental regulations or other reasons, the affected part of such term shall be
considered to have been removed, provided that the removal of the affected part of such term shall not affect the legal effect of the
remaining part of such term or other terms herein. The Parties shall conclude new terms through consultations to replace such invalid
or unenforceable terms.


 


10.7


 


The
headings in this Agreement are written for ease of reference only and in no event shall they affect the interpretation of any terms of
this Agreement.


 


10.8


 


Any
amendments or supplements to this Agreement shall be made in writing and shall become effective only upon due execution by the Parties
hereto. Any Amended agreements and supplemental agreements executed by the Parties will become part of this Agreement, having the same
legal effect as this Agreement.


 


10.9


 


Matters
not covered in this Agreement shall be determined by the Parties separately through consultation.


 






    10 / 12


     


    

 


10.10


 


This
Agreement constitutes all agreements reached by the Parties on the subject matter of the cooperation project, and supersedes any previous
or concurrent oral and written agreement, understanding and correspondence relevant to the subject matter of the cooperation project
between the Parties. Unless specifically provided herein, there is no other explicit or implicit obligation or covenant between the Parties.


 


10.11


 


Without
the prior written consent of the other Parties, no Party may assign to any third party any of its rights and/or obligations under this
Agreement.


 


10.12


 


This
Agreement shall be binding upon the legal successors or assigns of the Parties.


 


[The
remainder of this page is intentionally left blank]


 


[Signature
Page of Shareholder Voting Proxy Agreement]


 






    11 / 12


     


    

 


IN
WITNESS WHEREOF, the following Parties have executed this Agreement on the date and at the place first above written.


 


Shareholder:


 






	(Signature/Seal):	 	 



 


	Mofy
Metaverse (Beijing) Technology Co., Ltd. (Seal)
	 	 	 
	Authorized Representative (Signature):	 	 
	 	Name:	 



 


	Global
Mofy (Beijing) Technology Co., Ltd. (Seal)
	 	 	 
	Authorized Representative (Signature):	 	 
	 	Name:	 




 



    12 / 12