EX-10.15



 Exhibit 10.15 
 EXCLUSIVE OPTION AGREEMENT 
 This Exclusive Option Agreement (this
“Agreement”) is entered into as of August 21, 2013 by and among the following parties: 
  

	(1)	Sungy Data Ltd. (the “Sungy Data”), an offshore enterprise registered in British Virgin Islands (“BVI”), under the laws of BVI;


  

	(2)	Jiubang Computer Technology (Guangzhou) Co., Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Guangzhou, the People’s
Republic of China (“China”), under the laws of China; 

  

	(3)	Guangzhou Sanju Advertising Media Co., Ltd. (“Sanju Advertising”), a domestic company registered in Guangzhou, China, under the laws of China;


  

	(4)	Yuqiang Deng, a citizen of China (PRC ID No.: 441900197603280018); 

  


	(5)	Xiangdong Zhang, a citizen of China (PRC ID No.: 61032219770521291X); and 


 

	(6)	Yingming Chang, a citizen of China (PRC ID No.: 622425197409031610) (together with Yuqiang Deng, Xiangdong Zhang, the “Shareholders”)


 (Each of Sungy Data, WFOE, Sanju Advertising and each of the Shareholders, a “Party”, and
collectively the “Parties”.) 

  
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 RECITALS 

 

	(A)	WHEREAS, Sungy Data hold 100% equity interests in the WFOE. 

  

	(B)	WHEREAS, the Shareholders hold 100% equity interest in Sanju Advertising; 


 

	(C)	WHEREAS, the WFOE and Sanju Advertising together with its subsidiaries entered into a Master Exclusive Service agreement dated on August 21, 2013;


  

	(D)	WHEREAS, Sungy Data, the WFOE, Sanju Advertising together with its subsidiaries and the Shareholder entered into a Business Cooperation Agreement dated August
21, 2013; 

  

	(E)	WHEREAS, the WFOE, Sanju Advertising and the Shareholder entered into an Equity Pledge Agreement on August 21, 2013 (the “Equity Pledge
Agreement”); 

  

	(F)	WHEREAS, as the consideration for the WFOE and its affiliates to provide Sanju Advertising and its subsidiaries with services necessary for their business
operation, Sungy Data has requested Shareholder to grant Sungy Data an exclusive option through this Agreement which can be exercised by Sungy Data, the WFOE or Sungy Data’s designee, and the Shareholder has agreed to grant such exclusive
option to purchase all or part of the equity interest held by the Shareholder in Sanju Advertising; 


  
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	(G)	WHEREAS, as the consideration for the WFOE to provide Sanju Advertising and its subsidiaries with services necessary for their business operation, Sungy Data has
requested Sanju Advertising and its subsidiaries to grant Sungy Data an exclusive option through this Agreement which can be exercised by the WFOE or the Sungy Data’s designee, and to the Sanju Advertising and its subsidiaries have agreed to
grant such exclusive option to purchase all or part of the assets held by Sanju Advertising and its subsidiaries; 


NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained,
and intending to be legally bound hereby, Parties hereby agree as follows: 
 AGREEMENT 

 

	1.	Target Equity Interest 

  

	1.1	Sungy Data shall have the right to require the Shareholders to transfer any and all of the equity interest of Sanju Advertising the Shareholders hold (“Target
Equity”) to Sungy Data, the WFOE or a third party designated by Sungy Data (“Designee”), in whole or in part, subject to Sungy Data’s specific requirements (“Equity Transfer Option”), and the
Shareholders shall transfer the Target Equity to Sungy Data, the WOFE and/or its Designee in accordance with Sungy Data’s requirements under the following circumstances: 


 

	 	1.1.1	Sungy Data, the WFOE and/or the Designee can legally own all or part of the Target Equity under the laws of China and administrative regulations; or


  

	 	1.1.2	Any other circumstances deemed as appropriate or necessary by Sungy Data in its sole discretion. 


  
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	1.2	Sungy Data shall have the right to exercise its purchase right in whole or in part and to acquire the Target Equity in whole or in part without any limit at any time
and from time to time. 

  

	1.3	Sungy Data may designate any third party to acquire the Target Equity in whole or in part and the Shareholders shall not refuse and shall transfer the Target Equity in
whole or in part to such Designee as requested by Sungy Data. 

  

	1.4	Prior to the transfer of the Target Equity to Sungy Data, the WFOE or the Designee according to this Agreement, the Shareholders shall not transfer the Target Equity
without Sungy Data’s prior written consent. 

  

	2.	Target Assets 

  

	2.1	Sungy Data shall have the right to require Sanju Advertising and its subsidiaries to transfer any and all of the assets of Sanju Advertising and its subsidiaries
(“Target Assets”) to the WFOE or a third party designated by Sungy Data (“Designee”), in whole or in part, subject to the Sungy Data’s specific requirements (“Assets Transfer Option”), and
Sanju Advertising shall (and shall urge its subsidiaries ) transfer the Target Assets to the WOFE and/or the Designee in accordance with the Sungy Data’s requirements under the following circumstances: 


 

	 	2.1.1	The WFOE and/or the Designee can legally own all or part of the Target Assets under the laws of China and administrative regulations; or 


 

	 	2.1.2	Any other circumstances deemed as appropriate or necessary by Sungy Data in its sole discretion. 


  
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	2.2	The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Assets in whole or in part without any limit at any time and
from time to time. 

  

	2.3	Sungy Data may designate any third party to acquire the Target Equity in whole or in part and Sanju Advertising shall not (and shall urge its subsidiaries not) refuse
and shall transfer the Target Assets in whole or in part to such Designee as requested by Sungy Data. 

  

	2.4	Prior to the transfer of the Target Assets to the WFOE or the Designee according to this Agreement, Sanju Advertising shall not (and shall urge its subsidiaries not)
transfer the Target Assets without Sungy Data’s prior written consent. 

  

	3.	Procedures regarding the Exercise of Equity Transfer Option 

  

	3.1	Upon signing this Agreement, the Shareholders shall have executed the Equity Interest Transfer Agreement in the format set forth in APPENDIX 1 attached hereto and
deliver the said document to Sungy Data. 

  

	3.2	If Sungy Data decides to exercise the Equity Transfer Option pursuant to Section 1.1 hereinabove, it shall send written notice to the Sanju Advertising and the
Shareholders which specifies the proportion of the Target Equity to be acquired and identify the transferee (“Equity Purchase Notice”). Sanju Advertising and the Shareholders shall furnish all materials and documents necessary for
the registration of said equity interest transfer within 7 days after the date of Equity Purchase Notice; 


  
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	3.3	If at the time of exercising the Equity Transfer Option, more than one shareholder holds equity in Sanju Advertising, each Shareholder and Sanju Advertising shall cause
such other shareholders to provide their written consent to the transfer of the Target Equity to Sungy Data, the WFOE and/or the Designee(s) and waiving any preemptive right related thereto; 


 

	3.4	Sanju Advertising and the Shareholders shall cause an Equity Interest Transfer Agreement to be duly executed with respect to each transfer with Sungy Data, the WFOE
and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Purchase Notice regarding the Target Equity; 


 

	3.5	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary
actions to transfer valid ownership of the Target Equity to Sungy Data, the WFOE and/or the Designee(s), unencumbered by any security interests, and cause Sungy Data, the WFOE and/or the Designee(s) to become the registered owner(s) of the Target
Equity. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset,
ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and the Equity Pledge Agreement. 


 

	4.	Procedures regarding the Exercise of Assets Transfer Option 

  


	4.1	Upon signing this Agreement, Sanju Advertising shall have executed the Assets Transfer Agreement in the format set forth in APPENDIX 2 attached hereto and deliver the
said document to Sungy Data. 


  
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	4.2	If Sungy Data decides to exercise the Assets Transfer Option pursuant to Section 1.1 hereinabove, it shall send written notice to the Sanju Advertising which
specifies the Target Assets to be transferred and identify the transferee (“Assets Purchase Notice”). Sanju Advertising and/or its subsidiaries shall furnish all materials and documents necessary for the assets transfer or the
relevant registration (if any) within 7 days after the date of Assets Purchase Notice; 

  

	4.3	Sanju Advertising and/or its subsidiaries shall cause an Assets Transfer Agreement to be duly executed with respect to each transfer with the WFOE and/or each Designee
(whichever is applicable), in accordance with the provisions of this Agreement and the Assets Purchase Notice regarding the Target Assets; 

  

	4.4	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary
actions to transfer valid ownership of the Target Assets to the WFOE and/or the Designee(s), unencumbered by any security interests, and cause the WFOE and/or the Designee(s) to become the registered owner(s) of the Target Assets.


  

	5.	Transfer Price 

  

	5.1	The total transfer price for the Target Equity and/or the Target Assets shall be the lowest price allowable under Chinese laws and administrative regulations at the
time of said transfer (“Transfer Price”). If the Target Equity and/or the Target Assets is transferred in installments, the due transfer price for one installment shall be determined in accordance with the proportion of Target
Equity and/or the Target Assets under said transfer. 

  

	5.2	All the taxes, fees and expenses arising from the transfer of the Target Equity and/or the Target Assets shall be borne by each Party respectively in accordance with
the Laws of China. 


  
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	6.	Covenants 

  

	6.1	Covenants of Sanju Advertising and the Shareholders 

 The Shareholders (as the shareholder of Sanju Advertising) and Sanju Advertising hereby covenant as follows: 
  

	 	6.1.1	Without the prior written consent of Sungy Data or the WFOE, they shall not in any manner supplement, change or amend the articles of association and bylaws of Sanju
Advertising, increase or decrease its registered capital, or change its structure of registered capital in other manners; 

  

	 	6.1.2	They shall maintain Sanju Advertising’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively
operating its business and handling its affairs; 

  

	 	6.1.3	Without the prior written consent of Sungy Data or the WFOE, they shall not at any time following the date hereof, sell, transfer, mortgage, pledge or dispose of in any
manner any assets of Sanju Advertising or any of Sanju Advertising’s subsidiaries, as amended from time to time, or legal or beneficial interest in the business (except in the ordinary course of business) or revenues of Sanju Advertising, or
allow the encumbrance thereon of any security interest; 

  

	 	6.1.4	Without the prior written consent of Sungy Data or the WFOE, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for debts incurred in
the ordinary course of business; 


  
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	 	6.1.5	They shall always operate all of Sanju Advertising’s businesses during the ordinary course of business to maintain the asset value of Sanju Advertising and refrain
from any action/omission that may affect Sanju Advertising’s operating status and asset value; 

  

	 	6.1.6	Without the prior written consent of Sungy Data or the WFOE, they shall not cause Sanju Advertising to execute any material contract, except the contracts in the
ordinary course of business; 

  

	 	6.1.7	Without the prior written consent of Sungy Data or the WFOE, they shall not cause Sanju Advertising to provide any person with any loan or credit other than in the
course of ordinary business; 

  

	 	6.1.8	They shall provide Sungy Data or the WFOE with information on Sanju Advertising’s business operations and financial condition at WFOE’s request;


  

	 	6.1.9	If requested by Sungy Data or the WFOE, they shall procure and maintain insurance in respect of Sanju Advertising’s assets and business from an insurance carrier
acceptable to Sungy Data or the WFOE, at an amount and type of coverage typical for companies that operate similar businesses; 

  

	 	6.1.10	Without the prior written consent of Sungy Data or the WFOE, they shall not cause or permit Sanju Advertising to merge, consolidate with, acquire or invest in any
person; 


  
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	 	6.1.11	They shall immediately notify Sungy Data or the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to
Sanju Advertising’s assets, business or revenue; 

  

	 	6.1.12	To maintain the ownership by Sanju Advertising of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate
actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 

  

	 	6.1.13	Without the prior written consent of Sungy Data or the WFOE, they shall ensure that Sanju Advertising shall not in any manner distribute dividends to its
shareholder(s), provided that upon Sungy Data or the WFOE’s written request, Sanju Advertising shall immediately distribute part or all distributable profits to its shareholder(s) who shall in turn immediately and unconditionally pay or
transfer to Sungy Data or the WFOE any such distribution; and 

  

	 	6.1.14	At the request of Sungy Data or the WFOE, they shall appoint any persons designated by Sungy Data or the WFOE as the director and/or executive director of Sanju
Advertising. 

  

	6.2	Covenants regarding Equity in Sanju Advertising 

 Each Shareholder hereby covenants as follows: 
  

	 	6.2.1	Without the prior written consent of Sungy Data or the WFOE, the Shareholder shall not sell, transfer, pledge or dispose of in any other manner any legal or beneficial
interest in the Target Equity or allow the encumbrance thereon of any security interest, except for the pledge placed on the Target Equity in accordance with the Equity Pledge Agreement; 


  
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	 	6.2.2	Without the prior written consent of Sungy Data or the WFOE, the Shareholder shall cause the shareholders’ meeting and/or the board of directors and/or executive
director of Sanju Advertising not to approve the sale, transfer, pledge or disposition in any other manner of any legal or beneficial interest in the Target Equity or allow the encumbrance thereon of any security interest, except for the pledge
placed on the Target Equity in accordance with the Equity Pledge Agreement; 

  

	 	6.2.3	The Shareholder shall cause the shareholders’ meeting or the board of directors and/or executive director of Sanju Advertising not to approve the merger or
consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Sungy Data or the WFOE; 

  

	 	6.2.4	The Shareholder shall immediately notify Sungy Data or the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings
relating to the Target Equity; 

  

	 	6.2.5	At the request of Sungy Data or the WFOE at any time, the Shareholder shall promptly and unconditionally cause the transfer of the Target Equity to be approved and
consummated as set forth in this Agreement; 

  

	 	6.2.6	To the extent necessary to maintain the Shareholder’s ownership in Sanju Advertising, the Shareholder shall execute all necessary or appropriate documents, take
all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 


  
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	 	6.2.7	The Shareholder shall appoint any designee of Sungy Data or the WFOE as the director and/or executive director of Sanju Advertising, at the request of Sungy Data or the
WFOE; 

  

	 	6.2.8	The Shareholder shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among the Shareholder, Sungy Data,
the WFOE and Sanju Advertising, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that the Shareholder has any remaining rights with
respect to the equity interests subject to this Agreement hereunder or under the Equity Pledge Agreement or under the proxy agreement and power of attorney granted in favor of the WFOE, the Shareholder shall not exercise such rights except in
accordance with the written instructions of Sungy Data or the WFOE. 

  

	7.	Representations and Warranties 

 The Shareholders and Sanju Advertising hereby represent and warrant to Sungy Data and the WFOE, jointly and severally, as of the date of this Agreement and each date of transfer of the Target Equity,
that: 
  

	7.1	The Shareholders and Sanju Advertising have the authority to execute and deliver this Agreement and any relevant Equity Interest Transfer Agreement concerning the
Target Equity to be transferred thereunder, and to perform their obligations under this Agreement and any Equity Interest Transfer Agreements; 

  

	7.2	The execution and delivery of this Agreement or any Equity Interest Transfer Agreements and the obligations under this Agreement or any Equity Interest Transfer
Agreements: (i) do not cause any violation of any applicable laws of China; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Sanju Advertising; (iii) do not cause the violation of
any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) do not cause any violation of any
condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either
of them; 


  
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	7.3	The Shareholders have good and merchantable title to the Target Equity. Except for the Equity Pledge Agreement, the Shareholders have not placed any security interest
on the Target Equity; 

  

	7.4	Sanju Advertising has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets, except for encumbrance
disclosed to Sungy Data or the WFOE for which Sungy Data’s or the WFOE’s written consent has been obtained ; 

  

	7.5	Sanju Advertising does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Sungy Data
or the WFOE for which Sungy Data’s or the WFOE’s written consent has been obtained; and 

  

	7.6	Sanju Advertising has complied with all laws and regulations of China applicable to asset acquisitions. 


 

	8.	Taxes and Fees 

 Each
Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Equity Interest Transfer
Agreement, as well as the consummation of the transactions contemplated under this Agreement and the Equity Interest Transfer Agreement. 

  
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	9.	Confidentiality 


The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential
information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following
circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or rules or regulations
of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by
confidentiality duties similar to the duties in this section. Disclosure of any confidential information by the staff members or agency hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall
be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 
  

	10.	Assignment 

  

	10.1	Sanju Advertising and the Shareholders shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written
consent of Sungy Data or the WFOE. 

  

	10.2	Sanju Advertising and the Shareholders hereby agree that Sungy Data or the WFOE may assign its rights and obligations under this Agreement as Sungy Data or the WFOE may
decide at its sole discretion, and such assignment shall only be subject to a written notice sent to Sanju Advertising and the Shareholders. 


  
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	11.	Entire Agreement and Amendment to Agreement 

  

	11.1	This Agreement and all agreements and/ or documents mentioned or included explicitly by this Agreement constitute the complete agreement with respect to the subject
matter of this Agreement and shall substitute any and all prior oral agreements, contracts, understandings and communications made by Parties with respect to the subject matter of this Agreement. 


 

	11.2	Any modification of this Agreement shall be made in a written form and shall only become effective upon the signature by all Parties of the Agreement. Modifications
agreements and supplemental agreements of this Agreements duly executed by Parties shall be parts of this Agreements and shall have the same legal effect as this Agreement. 


 

	11.3	In the event that at the time of the Target Equity transfer, there is a need to modify the form of “Equity Interest Transfer Agreement” set forth in APPENDIX
1 attached hereto pursuant to the then effective Chinese laws and administrative regulations, the Parties shall make such modifications in good faith in compliance with Chinese laws and administrative regulations. 


 

	11.4	The appendix is an integral part of this Agreement and has the same legal effects as the other parts of the Agreement. 


  
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	12.	Governing Law and Dispute Resolution 

  

	12.1	This Agreement shall be construed in accordance with and governed by the laws of China. 


 

	12.2	Any dispute arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission ( CIETAC ) for
arbitration which shall be conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon all Parties. The place of arbitration shall be in Beijing.


  

	13.	Effective Date and Term 

  

	13.1	This Agreement shall be signed and take effect as of the date first set forth above. 


 

	13.2	The term of this Agreement shall remain effective as long as Sanju Advertising exists unless terminated as provided in Section 14. 


 

	14.	Termination 

 Neither
Sanju Advertising nor the Shareholders shall have the rights to terminate this Agreement. Notwithstanding the foregoing provisions, Sungy Data or the WFOE may terminate this Agreement at any time with a prior (10) days’ written notice to
Sanju Advertising and the Shareholders. 

  
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	15.	Notices 

 Notices or other
communications required to be given by any party pursuant to this Agreement shall be written in English or Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile
transmission to the address of each relevant party as specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon
delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date when the postage prepaid registered airmail was sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to
the courier service company; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation for relevant documents. 

 

	16.	Severability 

 If any
provision of this Agreement is judged to be invalid or unenforceable because it is inconsistent with applicable laws, such invalidity or unenforceability shall be only with respect to such laws, and the validity, legality and enforceability of the
other provisions hereof shall not be affected. 
  

	17.	Counterparts 

 This
Agreement shall be executed in six originals by all Parties, with each Party holding one original. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts. 

 

	18.	Languages 

 Both Chinese
and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail. 

  
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	19.	Others 

  

	19.1	The Parties confirm that, this Agreement shall be the extension, supplement, renewal, amendment and/or restatement of the Share Option Agreement. This Agreement shall
govern the rights and obligations of the Parties upon the execution, however, this Agreement will not be retrospective and shall not effect the rights and obligations of the Parties under the Share Option Agreement before its effective date.


  

	19.2	The Parties shall revise this Agreement upon the advices given by U.S. Securities and Exchange Commission or other administration authorities or any changes of the
listing rules or requirements of U.S. Securities and Exchange Commission in relation to this Agreement. 

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Remainder of this page is intentionally left blank] 

  
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 IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

  

			
	Sungy Data Ltd.
	
	Authorized Representative:
		
	Signature:	 	 /s/ Yuqiang Deng

	Seal: (Seal)

  

			
	Jiubang Computer Technology (Guangzhou) Co., Ltd.
	Authorized Representative:
		
	Signature:	 	 /s/ Yuqiang Deng

	Seal: (Seal)

  

			
	Guangzhou Sanju Advertising Media Co., Ltd.
	Authorized Representative:
		
	Signature:	 	 /s/ Yuqiang Deng

	Seal: (Seal)
	  
 Yuqiang Deng

		
	Signature:	 	 /s/ Yuqiang Deng



  

[Signature Page to Exclusive Option Agreement] 









			
	Xiangdong Zhang
		
	Signature:	 	 /s/ Xiangdong Zhang

	  
 Yingming Chang

		
	Signature:	 	 /s/ Yingming Chang



  

[Signature Page to Exclusive Option Agreement] 








 APPENDIX 1 







 Equity Interest Transfer Agreement 

This Equity Interest Transfer Agreement (“Agreement”) is entered into in Guangzhou, China by: 

Transferor: 
 Transferee: 

NOW, the Parties agree as follows concerning the equity interest transfer: 

 

	 	1.	The transferor agrees to transfer to the transferee     % of equity interest of Guangzhou Sanju Advertising Media Co., Ltd. held by the transferor,
and the transferee agrees to accept said equity interest. 

  

	 	2.	After the closing of equity interest transfer, the transferor shall not have any rights and obligations as a shareholder with regard to the transferred shares, and the
transferee shall have such rights and obligations as a shareholder of Guangzhou Sanju Advertising Media Co., Ltd. 

  

	 	3.	Any matter not covered by this Agreement may be determined by the Parties by way of signing supplementary agreements. 


 

	 	4.	This Agreement shall be effective from the signing day. 

  

	 	5.	This Agreement is executed in four copies, with each party holding one copy. The rest copies are made for the purpose of going through business registration of such
change. 









			
	Transferor:
		
	Signature:	 	  

		
	Date:	 	
	
	Transferee:
		
	Signature:	 	  

		
	Date:	 	








 APPENDIX2 







 Assets Transfer Agreement 
 This Assets Transfer Agreement (“Agreement”) is entered into in Guangzhou, China by: 
 Transferor: 
 Transferee: 
 NOW, the Parties agree as follows concerning the assets transfer: 
  

	 	1.	The transferor agrees to transfer to the transferee the assets set forth in APPENDIX, and the transferee agrees to accept the said assets. 


 

	 	2.	After the closing of assets transfer, the transferor shall not have any rights and obligations as an owner with regard to the transferred assets, and the transferee
shall have such rights and obligations as an owner of the transferred assets. 

  

	 	3.	Any matter not covered by this Agreement may be determined by the Parties by way of signing supplementary agreements. 


 

	 	4.	This Agreement shall be effective from the signing day. 

  

	 	5.	This Agreement is executed in four copies, with each party holding one copy. The rest copies are made for the purpose of going through any registration (if any) of such
change. 









			
	Transferor:
		
	Signature:	 	  

		
	Date:	 	
	
	Transferee:
		
	Signature:	 	  

		
	Date:	 	
	
	APPENDIX: List of Assets