Exhibit
10.1


 


Share
Pledge Agreement


 


This
Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on [*], 2020 in Taizhou, the
People’s Republic of China (“China” or the “PRC”):


 


	Party
    A:	Jiangsu
    Pailing Communication Technology Co. Ltd (hereinafter “Pledgee”), a wholly foreign owned enterprise with limited
    liability which is incorporated and established in Taizhou City, China, with its registered address at [*];
	 	 
	Party
    B:	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 Pledgee, Pledgors and Party C shall be referred to as a “Party” respectively, and they shall be
    collectively referred to as the “Parties”.


 


Whereas:


 


	1.	Pledgors
    are natural persons in China, and hold 100% of the equity interest of Party C. Party C is a limited liability company registered
    in Taizhou, China. Party C acknowledges the respective rights and obligations of Pledgors and Pledgee under this Agreement, and intends
    to provide any necessary assistance in registering the Pledge;
	 	 

    

	2.	Pledgee
    is a wholly foreign-owned enterprise registered in China. Pledgee and Party C have executed an Exclusive Business Cooperation Agreement
    in Taizhou;


 


	3. 	To
    ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the service fees
    thereunder to the Pledgee when the same becomes due, Pledgors hereby pledge to the Pledgee all of the equity interest he holds in
    Party C as security for payment of the service fees by Party C under the Business Cooperation Agreement.
	 	 
	 	To
    perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the
    following terms.


 






     


     


    

 


	1. 	Definitions


 


Unless
otherwise provided herein, the terms below shall have the following meanings:




 


		1.1	Pledge:
                                            shall refer to the security interest granted by Pledgors to Pledgee pursuant to Article 2
                                            of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis for
                                            the proceeds from the conversion, auction or sales of the Equity Interest.



 
 


		1.2	Equity
                                            Interest: shall refer to all of the equity interest lawfully held now and hereafter
                                            acquired by Pledgors in Party C.



 
 


		1.3	Term
                                            of Pledge: shall refer to the term set forth in Section 3 of this Agreement.



 
 


		1.4	Business
                                            Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed
                                            by and between Party C and Pledgee on [*], 2020.




 


	 	1.5 	Event
    of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.
	 		 
	 	1.6 	Notice
    of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.


 


	2.	The
                                            Pledge



 


As
collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise)
of any or all of the payments due by Party C, including without limitation the services fees payable to the Pledgee under the Business
Cooperation Agreement, Pledgors hereby pledge to Pledgee a first security interest in all of Pledgors’ right, title and interest, whether
now owned or hereafter acquired by Pledgors, in the Equity Interest of Party C.



 






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	3.	Term
                                            of Pledge





 


	3.1	The
                                            Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
                                            herein has been registered with relevant administration for industry and commerce (the “AIC”).
                                            The Pledge shall be continuously valid until all payments due under the Business Cooperation
                                            Agreement have been fulfilled by Party C. Pledgors and Party C shall (1) register the Pledge
                                            in the shareholders’ register of Party C within 3 business days following the execution of
                                            this Agreement, and (2) submit an application to the AIC for the registration of the Pledge
                                            of the Equity Interest contemplated herein within 15 business days following the execution
                                            of this Agreement. The parties covenant that for the purpose of registration of the Pledge,
                                            the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement
                                            or an equity interest pledge contract in the form required by the AIC at the location of
                                            Party C which shall truly reflect the information of the Pledge hereunder (the “AIC
                                            Pledge Contract”). For matters not specified in the AIC Pledge Contract, the parties
                                            shall be bound by the provisions of this Agreement. Pledgors and Party C shall submit all
                                            necessary documents and complete all necessary procedures, as required by the PRC laws and
                                            regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall
                                            be registered with the AIC as soon as possible after filing.





 


	3.2	During
                                            the Term of Pledge, in the event Party C fails to pay the exclusive service fees in accordance
                                            with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation,
                                            to dispose of the Pledge in accordance with the provisions of this Agreement.




 


	4.	Custody
                                            of Records for Equity Interest subject to Pledge





 


	 	4.1	During
    the Term of Pledge set forth in this Agreement, Pledgors shall deliver to Pledgee’s custody the capital contribution certificate
    for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement.
    Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.
	 	 	 
	 	4.2	Pledgee
    shall have the right to collect any and all dividends declared or generated in connection with the Equity Interest during the Term
    of Pledge.


 






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	5.
    	Representations
    and Warranties of Pledgors
	 	 	 
	 	5.1 	Pledgors
    are the sole legal and beneficial owner of the Equity Interest.
	 	 	 
	 	5.2 	Pledgee
    shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.


 


	 	5.3 	Except
    for the Pledge, Pledgors have not placed any security interest or other encumbrance on the Equity Interest.


 


	6.	Covenants
    and Further Agreements of Pledgors
	 	 	 
	 	6.1 	Pledgors
    hereby covenant to the Pledgee, that during the term of this Agreement, Pledgors shall:
	 	 	 
	 	 	6.1.1 	not
    transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest,
    without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgors,
    the Pledgee and Party C on the execution date of this Agreement;
	 	 	 	 
	 	 	6.1.2 	comply
    with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order
    or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice,
    order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections
    and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee;
	 	 	 	 
	 	 	6.1.3 	promptly
    notify Pledgee of any event or notice received by Pledgors that may have an impact on Pledgee’s rights to the Equity Interest or
    any portion thereof, as well as any event or notice received by Pledgors that may have an impact on any guarantees and other obligations
    of Pledgors arising out of this Agreement.


 


	 	6.2 	Pledgors
    agree that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or
    harmed by Pledgors or any heirs or representatives of Pledgors or any other persons through any legal proceedings.
	 	 	 
	 	6.3 	To
    protect or perfect the security interest granted by this Agreement for payment of the service fees under the Business Cooperation
    Agreement, Pledgors hereby undertake to execute in good faith and to cause other parties who have an interest in the Pledge to execute
    all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgors also undertake to perform and to cause other parties
    who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and
    authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with
    Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgors undertake to provide Pledgee within a reasonable time
    with all notices, orders and decisions regarding the Pledge that are required by Pledgee.
	 	 	 
	 	6.4 	Pledgors
    hereby undertake to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement.
    In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgors
    shall indemnify Pledgee for all losses resulting therefrom.


 






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	7.	Event
    of Breach


 


	 	7.1 	The
    following circumstances shall be deemed Event of Default:
	 	 	 
	 	 	7.1.1 	Party
    C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure
    to pay in full any of the service fees payable under the Business Cooperation Agreement or breaches any other obligations of
    Party C thereunder;
	 	 	 	 
	 	 	7.1.2 	Pledgors
    or Party C have committed a material breach of any provisions of this Agreement;
	 	 	 	 
	 	 	7.1.3 	Except
    as expressly stipulated in Section 6.1.1, Pledgors transfer or purport to transfer or abandon the Equity Interest pledged or assign
    the Equity Interest pledged without the written consent of Pledgee; and
	 	 	 	 
	 	 	7.1.4 	The
    successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business
    Cooperation Agreement.



 


		7.2	Upon
                                            notice or discovery of the occurrence of any circumstances or event that may lead to the
                                            aforementioned circumstances described in Section 7.1, Pledgors shall immediately notify
                                            Pledgee in writing accordingly.



 
   


		7.3	Unless
                                            an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s
                                            satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgors
                                            requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to
                                            Pledgors in writing at any time thereafter, demanding the Pledgors to immediately dispose
                                            of the Pledge in accordance with the provisions of Article 8 of this Agreement.




 


	8.	Exercise
    of Pledge
	 	 	 
	 	8.1 	Prior
    to the full payment of the service fees described in the Business Cooperation Agreement, without the Pledgee’s written consent, Pledgors
    shall not assign the Pledge or the Equity Interest in Party C.
	 	 	 
	 	8.2 	Pledgee
    may issue a Notice of Default to Pledgors when exercising the Pledge.
	 	 	 
	 	8.3 	Subject
    to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice
    of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgors shall cease to be entitled to any
    rights or interests associated with the Equity Interest.
	 	 	 
	 	8.4	In
    the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only
    to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgors for proceeds of disposition of
    the Equity Interest, and Pledgors hereby waive any rights they may have to demand any such accounting from Pledgee; Likewise, in
    such circumstance Pledgors shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity
    Interest pledged.



 


	 	8.5	When
    Pledgee disposes of the Pledge in accordance with this Agreement, Pledgors and Party C shall provide necessary assistance to enable
    Pledgee to enforce the Pledge in accordance with this Agreement.


 






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	9.	Assignment
	 	 	 
	 	9.1 	Without
Pledgee’s prior written consent, Pledgors shall not have the right to assign or delegate its rights and obligations under this Agreement.
	 		 
 
	 	9.2 	This
Agreement shall be binding on Pledgors and its successors and permitted assigns, and shall be valid with respect to Pledgee and each
of its successors and assigns.
	 	 	 
	 	9.3 	At
any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal
persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original
party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee’s
request, Pledgors shall execute relevant agreements or other documents relating to such assignment.
	 		 
 
	 	9.4 	In
the event of a change in Pledgee due to an assignment, Pledgors shall, at the request of Pledgee, execute a new pledge agreement with
the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.
	 	 	 
	 	9.5 	Pledgors
shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or
any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder
and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights
of Pledgors with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgors except in accordance with the written
instructions of Pledgee.



 


	10.	Termination
	 	 
	 	Upon
    the full payment of the service fees under the Business Cooperation Agreement and upon termination of Party C’s obligations under
    the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement
    as soon as reasonably practicable.


 


	11.	Handling
    Fees and Other Expenses
	 	 
	 	All
    fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp
    tax and any other taxes and fees, shall be borne by Party C.


 


	12.	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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	13.	Governing
Law and Resolution of Disputes
	 		 
 
	 	13.1	The
execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder
shall be governed by the laws of China.
	 	 	 
	 		 
	 	13.2 	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.
	 	 	 
	 		 
	 	13.3 	Upon
the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any
dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under
this Agreement and perform their respective obligations under this Agreement.
	 	 	 
	14.	Notices
	 		 
	 	14.1 	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 E-mail. The dates on which notices shall be deemed to have been effectively
given shall be determined as follows:




 


	 	14.2 	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.
	 	 	 
	 	14.3 	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).
	 	 	 
	 	14.4	For
    the purpose of notices, the addresses of the Parties are as follows:


 






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	Party
A:	Jiangsu
                  Pailing Communication Technology Co. Ltd



 


Address:
   


 


Attn:
   


 


Phone:
   


 


Facsimile:
   


 


	Party
B:	Xiaofei
                                            Cui、Liang He



 


	Address:	[  ],
                                            Taizhou city, Jiangsu Province



 


Attn:
 


 


Phone:
 


 


Facsimile:
 


 


	Party
B:	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:
   


 


		14.5	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.




 






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	15.	Severability
	 	 
	 	In
    the event that one or several of the provisions of this Contract 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 Contract
    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.


 


	16.	Attachments
	 	 
	 	The
    attachments set forth herein shall be an integral part of this Agreement.


 


	17.	Effectiveness
	 		 
 
	 	17.1 	Any
amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental
filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.
	 		 
 
	 	17.2 	This
Agreement is written in Chinese and English in three copies. Pledgors, Pledgee and Party C shall hold one copy respectively. Each copy
of this Agreement shall have equal validity. In case there is any conflict between the Chinese version and the English version, the Chinese
version shall prevail.



 


The
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 Exclusive Business Cooperation 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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