Exhibit 4.20


 


INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT


 


(The original of this agreement has been written
in Chinese, which will be the controlling language in all respects. Translations into English is for reference only and will have no legal
or other effect.)


 


Party A (“Seller”): Shenzhen HipHopJust Information
Technology Co., Ltd (深圳市嘻哈酱信息技术有限公司)


 


Uniform Social Credit Code: [*]


 


Party B (“Buyer”): Shenzhen Jam Box Technology Co.,
Ltd (深圳市果酱盒子科技有限公司)


 


Unified Social Credit Code: [*]


 


The parties here to this agreement, through equal
and voluntary negotiation, enter into this agreement in accordance with the Civil Code, the Copyright Law of the People’s Republic of
China, the Trademark Law of the People’s Republic of China and relevant regulations.


 


1. Basic information on intellectual property
rights


 


1.1 Intellectual property information


 


The intellectual property agreed in this agreement
are: all computer software and trademarks required for the operation of the “Jam Box” store management system, JAMYO Android
platform mobile phone software, Android platform mobile phone software and other “Jam Box” system, including but not limited
to the small programs and all program source “code” of the software listed above. (See Annex II for details)


 


(Hereafter referred to as “Jam Box Intellectual
Property”)


 


1.2 Seller’s Property Condition Disclosure
Statement


 


Party A shall enjoy all the legal ownership of
the intellectual property rights of Jam Box Intellectual Property.


 


1.3 Chain of Title Statement


 


Party A undertakes that the intellectual property
rights of Party A’s Jam Box Intellectual Property are original and do not involve the rights of other original works. Party B shall have
the right to acquire and exercise the rights on Party A’s Jam Box Intellectual Property in accordance with this agreement without consent
of any third party shall assume.


 






     


     


    

 


1.4 Prior License


 


Party A undertakes that: as of the time of signing
this agreement, Party A, the author and the original right holder (if any) granted to any third party to use the licensing rights agreed
herein have been terminated upon expiration, and Seller has good and marketable title to the Jam Box Intellectual Property to be transferred
to Buyer.


 


1.5 As of the time of signing this agreement,
Party A has not transferred the rights agreed herein to any third party.


 


1.6. Commitment of Non-infringement


 


Party A represents that the intellectual property
rights of the Jam Box Intellectual Property do not steal, plagiarize other people’s software or infringe upon the intellectual property
rights, intellectual achievements and legitimate rights and interests of any other third party.


 


1.7 Party A confirms that the above information
is true.


 


2. Transfer of Intellectual Property Rights


 


2.1 Party A confirms that Jam Box Intellectual
Property worldwide is transferred to Party B within the scope of the volume of all the copyright (except for personal rights not
allowed to transfer under the law) and trademark, as agreed upon in this agreement, including but not limited to rights to publication,
modification, reproduction, distribution, information network transmission rights, all trademark rights and the related rights to profits.


 


2.2 Related Versions


 


Party A confirms that the copyright and trademark
rights of the prior version (if any) of Jam Box Intellectual Property as agreed herein shall also be transferred together, and Party A
shall not use them again.


 


2.3 Development Restrictions


 


Party A confirms that: after signing this agreement,
it shall not use all or part of the code of Jam Box Intellectual Property for development; if Party A continues to develop the upgraded
version or other versions of Jam Box Intellectual Property, all the copyright of the upgraded version or other versions shall also be
owned by Party B.


 


3. Transfer Price and Payment Method


 


3.1 The total transfer price is one million
YUAN (RMB1,000,000).


 






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3.2 Payment Method: Party A shall make the payment
to the account designated by Party A in a lump sum within 5 business days after the aforementioned software copyright and other systems
are delivered, and the VAT invoice is issued.


 


3.3 Receipt Account Designated by Party A:


 


Account Name: [*]


 


Account Number: [*]


 


Bank: China Merchants Bank Shenzhen
Branch Longgang Sub-branch (招商银行深圳分行龙岗支行)


 


3.4 Invoice


 


Party A shall provide Party B with a formal VAT
invoice in full amount. Invoice information requirement is provided as follows:


 


Account Name: [*]


 


Bank: Industrial and Commercial Bank
of China Shenzhen Luohu Sub-branch (工商银行深圳罗湖支行)


 


4. Effectiveness


 


Both parties confirm that the transfer of intellectual
property shall be in full force and effect upon the effective date of this agreement and Party B shall acquire the right to transfer.


 


5. Delivery


 


5.1 Within fifteen (15)
business days from the date of executing this agreement, Party A shall deliver to Party B all materials related to the Jam Box Intellectual
Property, including but not limited to:


 


5.1.1 Complete source code: all complete
source code implementing the functions and features of the software listed in the attachment;


 


5.1.2 Affiliated documents: the relevant
description documents of the source program and the description of the key algorithm, including but not limited to the diagram of the
overall functional framework of the program, the class diagram and the class relationship diagram, the description document of the key
algorithm, the program annotation of the key code, etc.


 


5.1.3 Party A shall handle the trademark
transfer procedures (a third party may be entrusted as an agent), and shall submit all the materials to the Trademark Office of China
National Intellectual Property Admission (hereinafter referred to as “the Trademark Office”) within fifteen (15) days from
the date of executing this agreement, and Party B shall cooperate to provide the relevant materials.


 






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5.1.4 From the date of executing this
agreement to the date when the Trademark Office approves the trademark transfer announcement (hereinafter referred to as the “Date
of Announcement”), Party A permits Party B to use all the trademarks listed in Appendix II as follows:


 


License type: Exclusive license.


 


License fee: The license fee is included
in the transfer price agreed upon in this agreement, and party B does not need to pay the license fee separately.


 


Geographical scope: within the country
or region where the trademark is registered.


 


Right of action: Party B has an independent
and complete right of action, and the compensation obtained for the rights of action belongs to Party B.


 


6. Registration Rights


 


6.1 After the execution of this agreement, Party
A shall cooperate with the regulatory authorities to handle the procedures of software copyright transfer agreement registration, software
copyright change registration, computer software filing and the transfer of trademark right. (See Annex II for details)


 


6.2 Party A shall bear all the expenses required
for the registration procedures thereof.


 


7. Represents and Warranties


 


7.1 Each Party represents and warrants, and covenants
to the other Party as follows:


 


7.1.1 Except as expressly agreed herein,
each Party has all legal rights necessary to sign into and perform all its obligations under this agreement and all internal and external
approvals, authorization and permission, including but not limited to the approval of the shareholders’ meeting and the board of directors
as required by law and articles.


 


7.1.2 The documents and materials submitted
by each Party are true, comprehensive and valid.


 


7.2 Party A represents that:


 


7.2.1 Ability and qualification to sign
and perform this agreement.


 


7.2.2 The intellectual property certificates
of Jam Box Intellectual Property submitted by Party A are all authentic and valid.


 






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7.2.3 The right to truly and completely
dispose of the transfer right.


 


7.2.4 After the execution of this agreement,
it shall not license, transfer or dispose of the transfer rights agreed upon herein in any similar way to any third party.


 


7.3 Party B represents that:


 


7.3.1 Ability and qualification to sign
and perform this agreement.


 


7.3.2 Payment shall be made in accordance
with the payment method agreed herein.


 


8. Confidentiality


 


8.1 The parties hereto guarantee to keep confidential
the documents and materials (including but not limited to trade secrets, company plans, business activities, financial information, technical
information, business information and other business secrets) known to other parties during the discussion, signing and performance of
this agreement. Without the consent of the original provider of the information and documents, no other party shall disclose all or part
of the trade secret to any third party.


 


The above confidentiality obligations shall survive
the termination or expiration of this agreement.


 


8.2 The protection of the confidential information
provided in this agreement shall NOT apply to the following circumstances:


 


(1) confidential information has been disclosed
or obtained from the public field before it is disclosed to the recipient;


 


(2) on the premise that the confidentiality obligation
agreed herein has not been violated, the confidential information has been disclosed or can be obtained from the public field;


 


(3) the recipient (“the Receiver”)
shall recognize the confidential information (through questioning, requesting information or documents, summons, civil or criminal mediation
or other procedures) as required by the court or other legal or administrative departments. In case of such occurrence, the Receiver shall
promptly notify the provider (“the Provider”) and make necessary explanations, give the Provider a reasonable opportunity
to review the content and scope of the disclosure, and allow the Provider to dispute the procedure or seek necessary relieves;


 


(4) failure to perform or fully perform the confidentiality
obligations specified in this agreement due to legal force majeure, both parties shall not be liable for breach of the agreement; either
or both parties shall continue to perform this agreement within a reasonable time after the impact of force majeure is eliminated. In
the event of the above circumstances, the Receiver shall give a notice to the Provider within a reasonable time and shall provide valid
evidence to explain it.


 






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9. Liability for Breach of Agreement


 


9.1. If Party A constitutes a material breach
of the agreement, Party B shall have the right to terminate this agreement, require Party A to refund all the fees and expenses paid by
Party B, and require Party A to pay liquidated damages equal to 20% of the agreement price. The following circumstances constitute material
breach of the agreement:


 


9.1.1 Party A does not have the right
to effectively dispose of the intellectual property rights hereunder;


 


9.1.2 Party A has an undisclosed prior
license;


 


9.1.3 After the signing of this agreement,
Party A still permits, transfers or similarly dispose of the transfer rights to any third party.


 


9.2 Any party otherwise in violation of this agreement
shall compensate the non-breaching party all losses, including but not limited to the non-breaching party’s direct loss, loss of
benefits, compensation costs/ penalty/ fine, collection fees/ notary fees, litigation costs, lawyer fees paid by the non-breaching party
and other reasonable expenses paid.


 


10. Miscellaneous


 


10.1 Force Majeure


 


10.1.1 Definition of force majeure: refers
to all events that occur after the execution of the agreement, are unforeseeable at the execution of this agreement, the occurrence and
consequences are unavoidable or overcome, and hinder the performance in whole or in part of either party. The above events include earthquakes,
typhoons, floods, fires, wars, disruption of international or domestic transportation, epidemics, strikes, and other events recognized
as force majeure under Chinese law or general international business practices. A lack of funds shall not be regarded as a force majeure
event.


 


10.1.2 Consequences of force majeure:


 


(1) Neither Party will be held liable
to the other Party, nor be deemed to have defaulted under or breached this agreement for pause in performing any obligation under this
agreement to the extent such pause is caused by or results from a force majeure event defined above, and one Party’s obligations
under this agreement are thus affected.


 


(2) The affected Party shall promptly
notify the other Party of such force majeure circumstances in writing, and, within fifteen (15) days thereafter, and shall
provide sufficient evidence of the occurrence and duration of the force majeure.


 






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(3) In the event of force majeure, the
parties shall immediately consult with each other to find a fair solution, and all reasonable efforts shall be undertaken to cure such
impact of force majeure circumstances.


 


(4) Liability for delay in pecuniary
debts shall not be relieved by force majeure.


 


(5) Force majeure occurring during the
delay of performance shall not have the effect of exemption.


 


10.2 Interpretation of Agreement


 


10.2.1 The title and numbers of the different
terms and sub-terms of this agreement are for the convenience of reference only, and shall not constitute a part of this agreement, and
shall not be the basis for interpreting any terms, rights and obligations hereunder.


 


10.2.2 In this agreement, “above”,
“below” and “within” include the mentioned number, “over”, “less” and “outside” do not
include the mentioned number, and “before”, “after” or similar expressions of a certain date include the date of the
mentioned period.


 


10.2.3 In case of the amount or quantity
used in this agreement, in case of case inconsistency, the word shall prevail.


 


10.2.4 If there is a conflict between
the meaning of the text of the agreement and the annex, it shall be handled according to the expressed statement in the body or the annex.
In the absence of an expressed statement, the parties shall try to understand the whole agreement (including the body and annexes) as
a whole, and the most explicit and specific terms to achieve the purpose of the agreement shall be given priority.


 


11. Contact Information


 


11.1 To better perform this agreement, both parties
shall provide the following contact information:


 


(1) Party A’s contact information


 


Contact person: Jia LIN (林嘉) 


 


Address: B1-09, Wankeli Street, Sanguan
East Road, Jixiang Community, Longcheng Street, Longgang District, Shenzhen (深圳市龙岗区龙城街道吉祥社区三馆东路万科里街
B1-09)


 


Mobile phone: [*]


 






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(2) Party B’s contact information


 


Contact person: Hainan YI (易海南)


 


Address: Shenzhen Bay Technology Ecological
Park, Nanshan District, Shenzhen (深圳市南山区深圳湾科技生态园)


 


Mobile phone: [*]


 


11.2 When delivered by email or other electronic
means, the service shall be deemed valid on the date of delivery.


 


11.3 Upon delivery by courier, date of receipt
or the third (3) day after delivery (whichever earlier) shall be deemed valid; it shall be deemed to be delivered if the other party refuses
to receive or returns.


 


11.4 The above contact information also serves
as valid addresses of judicial service.


 


11.5 If a party changes the contact information,
it shall notify the other party in writing; otherwise, the contact information shall still be deemed valid, and the failure to notify
the party shall bear the responsibilities arising therefrom.


 


11.6 This term is independent and is not affected
by the validity of the agreement or other terms, and is permanently valid.


 


12. Dispute Resolution


 


Any dispute arising from or related to this agreement
and the order/ appendix/ supplementary agreement (if any) shall be settled by the parties through negotiation or mediated by the relevant
authorities. If consultation or mediation fails, a lawsuit shall be filed to the competent people’s court.


 


13. Supplemental Provisions


 


13.1 This agreement is made in duplicate, with
each party holding one copy. Each copy shall have the same legal effect.


 


13.2 For matters not covered herein, both parties
shall negotiate and sign a supplementary agreement separately.


 


13.3 This agreement shall immediately take effect
after its being signed or stamped with official seal by the parties.


 


13.4 This agreement includes Appendix I (Author’s
Consent to Transfer) and Appendix II (List of Intellectual Property).


 


(The text of the agreement ends here)


 




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Date of Execution:January 10, 2022


 


Party A (Sealed):


 


Legal representative or authorized representative:


 


/s/ Shenzhen HipHopJust Information Technology Co., Ltd


 


Party B:


 


Legal representative or authorized representative:


 


/s/ Shenzhen Jam Box Technology Co., Ltd


 




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Annex I: Author’s Consent to Transfer


 


Declarant:


 


ID Number:


 


The applicant is the participating developer
of the Software and hereby declares that:


 


Agree that (the Seller) transfers all the copyright
of the software to (the Buyer), confirm that the Buyer has the right to dispose of all the copyright of the software, and have no
objection to the signing and performance of the copyright transfer agreement between the Seller and the Buyer.


 


Date: January 10, 2022


 


Signature:


 




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	Trademark information
	No.	Trademark	Status	Registration Number	International Classification
	1	果酱盒子	Registered	37744602	Class 41
	2	果酱盒子	Registered	37753097	Class 42
	3	JAMBOX	Registered	37764271	Class 41
	4	JAMBOX	Registered	37751852	Class 42


 





Annex II: List of Intellectual Property


 


	Computer Software Copyright
	Full name of software	Version	Registration Number
	Jam Box Store Management System (果酱盒子门店管理系统)	V2.3.0	2019SR0557322
	The JAMYO Android mobile phone software (JAMYO安卓平台版手机软件)	V2.0.4	2017SR015521
	HiphopJust Android mobile phone software (街舞酱安卓平台版手机软件)	V1.2.14	2016SR282424


 


	Record URL
	Website name	URL	Realm Name	Record license number
	Jam Box (果酱盒子)	www.jamboxsys.com	www.jamboxsys.com	粤ICP备2022088124号-1


 


 


 


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