Exhibit
10.2


 


Exclusive
Option Agreement


 


This
Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of [*], 2020 in Taizhou, the
People’s Republic of China (“China” or the “PRC”):


 


	Party A:	Jiangsu
                                            Pailing Communication Technology Co. Ltd., a wholly foreign owned enterprise with limited
                                            liability which is incorporated and established in Taizhou City, China, with its registered
                                            address at [*];


 


	Party B	(Shareholders):
                                            Xiaofei Cui、Liang He are natural persons in China; and



 


	Party
    C:	Taizhou
        Kepuni Communication Equipment Co., Ltd., a limited liability company incorporated and established in Taizhou City, China,
        with its registered address at No. 318, Yongping Road, Science and Technology Pioneer Park, Gaogang District, Taizhou City, Jiangsu
        Province. 



 


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".





 


		1.	Whereas:
Shareholders hold 100% of the equity interest in Party C.


 


		2.	Whereas,
shareholders agree to grant Party A an exclusive equity purchase option.


 


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


 


		1.	Sale
                                            and Purchase of Equity Interest


 


		1.1	Option
Granted


 


In
consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, 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
aggregate purchase price of all the Optioned Interests of Party B to be purchased by Party A shall be equal to the capital paid in by
the Shareholders, adjusted pro rata for purchase of less than all of the Equity Interest, unless applicable PRC laws and regulations
require an appraisal of the Equity Interest or stipulate other restrictions regarding the Equity Interest Purchase Price (the "Equity
Interest Purchase 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 shareholders’ 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 C 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;





 






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		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 Interest Pledge Agreement. "Party
B's Share Interest Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Interest Pledge Agreement
("Share Interest 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 interests 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.





 


		1.5	Payment


 


Upon
exercise of the Equity Interest Purchase Option, Party A shall make payment of the Equity Interest Purchase Price set forth in Section1.3
under this agreement to the Party B.


 


		2.	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:


 


		2.1	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;


 






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		2.2	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 inconsistent 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 of 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;



 


		2.3	Each
of Party B has a good and merchantable title to the equity interests in Party C it holds. Except for Party B's Share Pledge Agreement,
Party B has not placed any security interest on such equity interests;


 


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


 


		2.5	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.


 


		3.	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 election.


 


		4.	Governing
Law and Resolution of Disputes



 


		4.1	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 publicly
available laws of China shall be governed by international legal principles and practices.


 






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		4.2	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 for arbitration, in accordance with its Arbitration Rules. The arbitration
shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding
on all Parties.


 


		5.	Taxes
                                            and Fees



 


Each
Party shall pay any and all transfer and registration taxes, 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 Transfer Contracts, as well as the consummation
of the transactions contemplated under this Agreement and the Transfer Contracts.


 


		6.	Notices



 


		6.1	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 email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:



 


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





 






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



 


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



 


Party
A: Jiangsu Pailing Communication Technology Co. Ltd


 


Address:
[    ], Taizhou City, Zhejiang Province


Attn:
Xiaofei Cui


Phone:


Facsimile:


 


Party
B: Xiaofei Cui、Liang He


 


Address:
[    ] Taizhou city, Zhejiang Province


Attn:
Xiaofei Cui


Phone:


Facsimile:


 


Party
C: Taizhou Kepuni Communication Equipment Co., Ltd.


 


Address:
No. 318, Yongping Road, Science and Technology Pioneer Park, Gaogang District, Taizhou City, Jiangsu Province


Attn:
Xiaofei Cui


Phone:


Facsimile:


 


		6.3	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.



 


		7.	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 of 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: (a) is or will be in the public domain (other
than through the receiving Party’s unauthorized disclosure); (b) 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 (c) 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.


 






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		8.	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.


 


		9.	Miscellaneous



 


		9.1	Amendment,
                                            change and supplement



 


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


 


		9.2	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 supersede all prior
oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.


 


		9.3	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.


 






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		9.4	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.


 


		9.5	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 intentions 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.


 


		9.6	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.


 


		9.7	Survival



 


		9.7.1	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.



 


		9.7.2	The
provisions of Sections 4, 6, 7 and this Section 9.7 shall survive the termination of this Agreement.



 


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Remainder of this page is intentionally left blank


 






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


 


	Party A: Jiangsu Pailing Communication Technology Co. Ltd	 
	 	 
	By:	 	 
	Name:	Xiaofei Cui	 
	Title:	Legal Representative	 
	 	 	 
	Party B:Xiaofei Cui、Liang He	 
	 	 
	By:	 	 
	 	 	 
	Party C: Taizhou Kepuni Communication Equipment Co., Ltd.	 
	 	 
	By:	 	 
	Name:	Xiaofei Cui	 
	Title:	Legal Representative	 






 


 


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