Exhibit 4.54


 


 





Exclusive Option Agreement


 


This Exclusive Option Agreement (this “Agreement”)
is executed by and among the following Parties as of Nov 18, 2011 in Shenzhen, the People’s Republic of China (“China”
or the “PRC”):


 


	Party A: 	E-Sun Sky Computer (Shenzhen) Co., Ltd, a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room 3-A, Complex Building (including affiliated equipment room), Shenxianling Sports Center, Central City, Longgang District, Shenzhen
	 	 
	Party B:	Yu Bo, a Chinese citizen with Chinese Identification No.: 420106196805034857; and
	 	 
	Party C: 	Shenzhen E-Sun Network Co., Ltd, a limited liability company organized and existing under the laws of the PRC, with its address at Room 1-C, Complex Building (including affiliated equipment room), Shenxianling Sports Center, Central City, Longgang District, Shenzhen


 


In this Agreement, each of Party A, Party
B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.


 


Whereas:


 


Party B holds 50% of the equity
interest in Party C;


 


Now therefore, upon mutual discussion and
negotiation, the Parties have reached the following agreement:


 


1.     Sale
of Purchase of Equity Interest 


		1.1	Option Granted 



Party B hereby
irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”)
to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party
A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein
(such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall
be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby
agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein
shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.


		1.2	Steps for Exercise of Equity Interest Purchase Option 



Subject to the
provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written
notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: a) Party A’s decision to exercise
the Equity Interest Purchase Option, b) the portion of equity interests to be purchased from Party B (the “Optioned Interests”);
and c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.






     


     


    

 


		1.3	Equity Interest Purchase Price 



The purchase price of the Optioned
Interests (the “Base Price”) shall be RMB 10. If appraisal is required by the laws of the PRC at the time when Party
A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make
necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of the PRC
(collectively, the “Equity Interest Purchase Price”), under such circumstances, Party B shall compensate Party A for
the difference between the Equity Interests Purchase Price and the Basic Price.


		1.4	Transfer of Optioned Interests



For each exercise of the Equity
Interest Purchase Option:


		1.4.1	Party B shall cause Party C to promptly convene a shareholder’s meeting, at which a resolution
shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);



		1.4.2	Party B shall obtain written statements from the other shareholders of Party B giving consent to
the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.



		1.4.3	Party B shall execute a share transfer contract with respect to each transfer with Party A and/or
each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option
Notice regarding the Optioned Interests;



		1.4.4	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 Optioned Interests
to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the
registered owner(s) of the Optioned Interests. 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 Party B’s Share Pledge Agreement. “Party B’s Share Pledge Agreement” as used
in this Section and this Agreement shall refer to the Share Pledge Agreement (“Share Pledge Agreement”) executed by
and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interest in Party C to
Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Corporation Agreement
executed by and between Party C and Party A.  



2.     Covenants



		2.1	Covenants regarding Party C



Party B (as
the shareholders of Party C) and Party C hereby covenants as follows:


		2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or
amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of
registered capital in other manners;



 






     


     


    

 


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



		2.1.3	Without prior written consent of Party A, they shall not at any time following the date hereof,
sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues
of Party C, or allow the encumbrance thereon of any security interest;



		2.1.4	Without prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the
existence of any debt, except for a) debts incurred in the ordinary course of business other than through loans; and b) debts disclosed
to Party A for which Party A’s written consent has been obtained;



		2.1.5	They shall always operate all of Party C’s business during the ordinary course of business
to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and
asset value.



		2.1.6	Without prior written consent of Party A, they shall not cause Party C to execute any major contract,
except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000
shall be deemed a major contract);



		2.1.7	Without prior written consent of Party A, they shall not cause Party C to provide any person with
any loan or credit;



		2.1.8	They shall provide Party A with information on Party C’s business operations and financial
condition at Party A’s request;



		2.1.9	If requested by Party A, they shall procure and maintain insurance in respect of Party C’s
assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that
operate similar business;



		2.1.10	Without the prior written consent of Party A, they shall not cause or permit Party C to merge,
consolidate with, acquire or invest in any person;



		2.1.11	They shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to Party C’s assets, business or revenue;



		2.1.12	To maintain the ownership by Party C 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;



		2.1.13	Without prior written consent of Party A, they shall ensure that Party C shall not in any manner
distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute
profits to its shareholders; and



		2.1.14	At the request of Party A, they shall appoint any persons designated by Party A as the executive
director of Party C.



 






     


     


    




 


		2.2	Covenants of Party B and Party C



Party B hereby
covenants as follows:


		2.2.1	Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose
of in any other manner any legal or beneficial interest in the equity interest in Party C held by Party B, or allow the encumbrance
thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B’s Share
Pledge Agreement;



		2.2.2	Party B shall cause the shareholders’ meeting and/or the executive director of Party C not
to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests
in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party
A, except for the pledge placed on these equity interests in accordance with Party B’s Share Pledge Agreement;



		2.2.3	Party B shall cause the shareholders’ meeting or the executive director of Party C not to
approve any merger or consolidation with any person, or any acquisition of or investment in any person, without the prior written
consent of Party A;



		2.2.4	Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;



		2.2.5	Party B shall cause the shareholders’ meeting or the executive director of Party C to vote
their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that
may be requested by Party A;



		2.2.6	To the extent necessary to maintain Party B’s ownership in Party C, Party B 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;



		2.2.7	Party B shall appoint any designee of Party A as the executive director of Party C, at the request
of Party A;



		2.2.8	At the request of Party A at any time, Party B shall promptly and unconditionally transfer its
equity interests in Party C to Party A’s Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement,
and Party B hereby waives its right of first refusal to the respective share transfer by the other exiting shareholder of Party
C (if any); and



		2.2.9	Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or
separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from
any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining
rights with respect to the equity interests subject to this Agreement hereunder or under the Share Pledge Agreement among the same
parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance
with the written instructions of Party A.



 






     


     


    

 


3.     Representations
and Warranties 


Party B and Party C hereby represent
and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests,
that:


		3.1	They have the authority to execute and deliver this Agreement and any share transfer contracts
to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contracts”),
and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer
Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This
Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations
and shall be enforceable against them in accordance with the provisions thereof;



		3.2	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under
this Agreement or any Transfer Contracts shall not: i) cause any violation of any applicable laws of China; ii) be in consistent
with the articles of association, bylaws or other organizational documents of Party C; iii) 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) cause any violation of any condition for the grant and/or continued
effectiveness any licenses or permits issued to either of them; or v) cause the suspension or revocation of or imposition of additional
conditions to any licenses or permits issued to either of them;



		3.3	Party B has a good and merchantable title to the equity interests in Party C he holds. Except for
Party B’s Share Pledge Agreement, Party B has not placed any security interest on such equity interests;



		3.4	Party C has a good and merchantable title to all of its assets, and has not placed any security
interest on the aforementioned assets;



		3.5	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course
of business; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained.



		3.6	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and



		3.7	There are no pending or threatened litigation, arbitration or administrative proceedings relating
to the equity interests in Party C, assets of Party C or Party C.



 


4.     Effective
Date


This Agreement
shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A’s
sole discretion.


 


5.    Governing
Law and Resolution of Disputes 


 


		5.1	Governing law 



The execution,
effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder
shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and
public available laws of China shall be governed by international legal principles and practices.


 



     


     


    




 


		5.2	Methods of Resolution of Disputes 



In the event
of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute
through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s
request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to
the China International Economic and Trade Arbitration Commission South China Sub-Commission for arbitration, in accordance with
its Arbitration Rules. The arbitration shall be conducted in Shenzhen, and the language used in arbitration shall be Chinese. The
arbitration award shall be final and binding of all Parties.


 


6.     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 law
of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation
of the transactions contemplated under this Agreement and the Transfer Contracts.


 


7.     Notices



		7.1	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by mail. The dates on which
notices shall be deemed to have been effectively given shall be determined as follows:



		7.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date or receipt or refusal at the address specified for notices.



		7.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful
transmission (as evidence by an automatically generated confirmation of transmission).



		7.2	For the purpose of notices, the addresses of the Parties are as follows:



Party A: Room
3-A, Complex Building (including affiliated equipment room), Shenxianling Sports Center, Central City, Longgang District, Shenzhen


 


Party B: Room
1-C, Complex Building (including affiliated equipment room), Shenxianling Sports Center, Central City, Longgang District, Shenzhen


 


Party C: Room
1-C, Complex Building (including affiliated equipment room), Shenxianling Sports Center, Central City, Longgang District, Shenzhen


 


		7.3	Any Party may at any time change its address for notices by a notice delivered to the other Parties
in accordance with the terms hereof.



 






     


     


    

 


8.     Confidentiality



The Parties
acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties
in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain
confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not
disclose any relevant confidential information to any third parties, except for the information that: i) is or will be in the public
domain (other than through the receiving Party’s unauthorized disclosure); ii) is under the obligation to be disclosed pursuant
to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or
iii) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the
transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound
by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the
staff members or agencies 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.


 


9.     Further
Warranties 


The Parties
agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and
purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of
the provisions and purposes of this Agreement.


 


10.  Miscellaneous



		10.1	Amendments, change and supplement



Any amendment,
change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.


		10.2	Entire agreement



Except for the
amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the
entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior
oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.


		10.3	Headings



The headings
of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the
provisions of this Agreement.


		10.4	Language



This Agreement
is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case
there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.


 






     


     


    

 


		10.5	Severability



In the event
that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance
with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not
be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable
provisions with effective provisions that accomplish to the greatest extent permitted by law and the intensions of the Parties,
and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal
or unenforceable provisions.


		10.6	Successors



This Agreement
shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such
Parties.


		10.7	Survival



		10.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or
early termination of this Agreement shall survive the expiration or early termination thereof.



		10.7.2	The provisions of Sections 5, 7, 8 and this Section 10.7 shall survive the termination of this
Agreement.



		10.8	Waivers



Any Party may
waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the
signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate
as a waiver by such a Party with respect to any similar breach in other circumstances.


 


 


 


The Remainder
of this page is intentionally left blank.


 


 


 


 




     


     


    

 


 


 


 


 


 


 


 


 


 


 


 


IN WITNESS WHEREOF, the Parties have caused
their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.


 


Party A: E-Sun Sky Computer (Shenzhen)
Co., Ltd


By:/s/ Yu Bo


Name: Yu Bo


Title: Legal Representative


 


 


Party B: Yu Bo 


By: /s/ Yu Bo


 


 


Party C: Shenzhen E-Sun Network Co.,
Ltd


By: /s/ Yu Bo


Name: Yu Bo


Title: Legal Representative