Exhibit 10.11


 


Rental
Contract for Shanghai Pudong Software Park Guo Shoujing Park


 


Contract
No.ZL (N) 20180016


 


Both
parties to this contract:


Party
A (Lessor): Shanghai Pudong Software Park Co., Ltd.


Party
B (Lessee): ChinaLink Professional Services Co., Ltd.





 


According
to Contract Law of the People’s Republic of China and Regulations of Shanghai Municipality
on House Leasing, both parties conclude the contract on the basis of equality, voluntariness, fairness, honesty and credibility,
for consenting that Party B should lease the house that Party A can lease according to law.


 


Section
1.


 





	1-1	The
    house which is rented to Party B by Party A is located in Room 18101/18102/18103/18104, Building 18, Guo Shoujing Road No.498,
    Zhang Jiang High Tech Park, Pudong, Shanghai (hereinafter referred to as “the House”). The building area of the
    House is 914.62 square meters. The House should be used for research and development and office. The structure of the House
    is reinforced concrete structure. The plan of the house is shown in Annex I of this contract.
	 	 
	1-2	Party
    A establishes a leasing relationship with Party B as the real estate owner of the House. Party A has told Party B and Party
    B has fully known that the House has been mortgaged before the contract is signed.
	 	 
	1-3	The
    following (if any) is shown in Annex II and/or supplementary agreements of the Contract: the scope of use, conditions and
    requirements of public or shared parts of the House, the existing decoration of the House, ancillary facilities and equipment
    status, and the contents, standards, related matters of the decoration and additional facilities which Party A allows Party
    B to do in writing. Both parties agree that all attachments and supplementary agreements should be a basis for acceptance
    of housing delivery and return when the Contract is terminated or released.
	 	 
	1-4	When
    the Contract is signed, the House has accepted and used by Party B, and Party B confirm that the House can fit the purpose
    and acquirement of rental at the beginning of the tenancy term. On the basis of Party B’s occupancy of the House, Party
    A does not have to perform any further duty to deliver the House to Party B.


 






     


     


    

 


2.
Rental Purposes





 


	2-1	Party
    B has fully known the House’s properties and uses and Party B promises to Party A that the House will only be used for
    research and development and office and Party B will abide by the state and the city regulations on the use of housing and
    property management.


 


	2-2	Party
    B promises that the above-mentioned purpose of the use will not be changed during the rental term unless such change gets
    Party A’s written consent and is approved by the relevant departments according to relative regulations.





 


3.
Lease Term





 


	3-1	The
    lease term is from January 1st ,2019 (hereinafter referred to as “lease date”) to December 31st
    ,2020 (hereinafter referred to as “terminal date”). The rent will be counted from February 15th
    , 2019 (hereinafter referred to as “rent date”) to terminal date.
	 	 
	3-2	The
    delivery date of the house is January 1, 2019.
	 	 
	3-3	Party
                                         A shall inform Party B of the acceptance and handover of the house at least one day in
                                         advance and no later than the delivery date. Party B shall send representatives to jointly
                                         inspect and accept the house with Party A and or the property management company entrusted
                                         by Party A according to the time notified by Party A. After the acceptance, Party B shall
                                         sign a written House acceptance handover letter to show that Party A has delivered the
                                         house to Party B.

                                                          

        If
        the house and its ancillary facilities do not meet the delivery standard agreed in this contract after both parties check,
        Party A shall correct it within 3 days or within a reasonable period agreed by both parties to meet the delivery standard,
        and inform Party B and Party A to jointly check and accept the house again. After the re acceptance, Party B shall sign
        a written “House acceptance handover letter” to show that Party A has delivered the house to Party B.

         

        If
        the House fails to be delivered to Party B due to Party A’s reasons, Party A shall postpone Party B’s starting date of
        the lease as of the date specified in article 3-1, and the new starting date shall be calculated from the actual delivery
        date. If the house is delayed in delivery for more than 10 working days due to Party A’s reasons, Party A shall pay 10%
        of the daily rent of the house to Party B as liquidated damages for each day of delayed delivery from the 11th working
        day after the lease starting date of article 3-1, and the lease starting date of Party B shall be postponed. The new lease
        starting date shall be calculated from the actual delivery date. If the starting date of rent is postponed in accordance
        with this clause, the starting date of rent shall be postponed accordingly. If the above-mentioned breach of contract
        by Party A lasts for more than 30 days, Party B has the right to terminate this contract.

        




 






    2


     


    




 


	3-4	Party
    B shall handle the relevant handover procedures of the leased house no later than the delivery date. Party B’s delay in handling
    the handover procedures does not affect the rent payable by Party B from the date of rent payment and other expenses that
    shall be borne by Party B. If Party B fails to complete the relevant handover procedures within 30 days after the delivery
    date agreed in this contract due to Party B’s reasons, Party A has the right to terminate this contract.





 


4.
Rent and Payment Methods





 


	4-1	Both
    Parties agree that the unit rental price is counted according to the daily construction area per square meter.





 


Within
the lease term agreed in this contract, the rent free period is from January 1, 2019 to February 14, 2019.


 


From
February 15th , 2019 to December 31st ,2019, the unit rental price is RMB 3.85 yuan (US$0.55).


 


From
January 1st , 2020 to December 31st ,2020, the unit rental price is RMB 3.97 yuan (US$0.56).





 


(The
above unit rental prices are tax-inclusive prices)





 


	4-2	Party
    B should pay the rent for the first month no later than the rent date. The days for calculating the rent for the first mouth
    is started form the rent date to the last day of the mouth. The monthly rent will be calculated and paid according to the
    calendar days of the month (the monthly rent calculation formula is: housing construction area ☒ unit rental price ☒
    the calendar days of the month. The monthly rental amount is rounded to one decimal place). Party B should pay the rent to
    Party A before the 10th of each month (in case of national legal holidays postponed to the next working day).
    The last month’s rent should be calculated from the first day of last month to the terminal day. If the days of the
    last month are less than 10, the last month’s rent should be paid before the terminal date. If the days of the last
    month are not less than 10, the last month’s rent should be paid before the10th day of the month (in
    case of national legal holidays postponed to the next working day). Party A should issue the corresponding rental invoice
    to Party B within 3 working days after receiving the rent of the month.


  






    3


     


    




 


	4-3	Party
    A should issue the corresponding rental invoice to Party B within 3 working days after receiving the rent of the month. In
    the term of the Contract, if the invoice type or tax rate changes due to the change of taxation policies of the state and
    government, Party B agrees to adjust the price of rent and deposit according to the latest tax rate during the remaining lease.
    At that time, Party A will give Party B a formal notice, and both Parties should sign up supplementary agreements.


 


	4-4	Party
    B pays the rent to Party A’s following account by check or transfer:





 


Shanghai
Pudong Software Park Co., Ltd.





 


[_]





 


	4-5	The
    rent is denominated and settled in RMB. In any case that the rent needs to be denominated and settled in other currency (the
    currency should be accepted by Chinese banks and convertible into RMB), the actual amount of RMB exchanged by the bank designated
    by Party A shall prevail. Relevant fees due to the payment (such as bank charges) should be borne by Party B.


 


	4-6	Party
    A may entrust a property management company to assist in collecting the rent.





 


5.
Rental Deposit and Other Fees





 


	5-1	Both
    Parties agree that Party B shall pay rental deposit to Party A within 5 working days after signing the Contract. The amount
    of the deposit is equivalent to the rent for the three months (90 days) of the highest unit price within the lease term, which
    is RMB326,794.00 (US$46,255) yuan. Party A shall issue a receipt to Party B after receiving the deposit. If Party B fails
    to pay the lease deposit in full to Party A in accordance with the provisions of this contract, Party B shall pay Party A
    late payment fee of 0.3% of the outstanding amount per day, until the full payment is completed. If Party B delays or fails
    to pay more than 15 working days, Party A has the right to rescind the contract.


 






    4


     


    




 


During
the term of this contract, Party B shall, due to breach of contract, pay liquidated damages and/or damages to Party A in accordance
with the provisions of this contract, and Party B shall separately pay Party A liquidated damages and/or damages, and shall not
have the right to request Party A to deduct from the above deposit. Party A shall have the right (without any obligation) to deduct
such liquidated damages and / or damages from Party B’s rental deposit and notify Party B in writing of the amount of the deduction
and margin supplement. Party B should pay Party A to complement the margin within 5 working days after accepting the notice from
Party A.





 


Within
10 working days after the termination of the lease, Party A will refund Party B the balance of deposit to offset the fees (with
no interest) which Party B should bear under the Contract (including but not limited to the monthly rent payable by Party B, property
management fees, energy consumption, Party B’s liquidated damages and / or compensation for damages). However, if Party B uses
the House for the registration of Party B’s residence, Party B shall, within 30 days from the date of the termination of the lease,
complete the cancellation or alteration registration, and deliver the copy of the registration approval to Party A for record.
Party A shall return the lease deposit to Party B according to the above term after that.





 


	5-2	Besides
    the house rent and property management fees, Party B shall bear the costs of energy consumption (electricity, water and gas),
    communication expenses, rental fees for equipment and facilities incurred for its own use. Party A shall install separate
    meter for Party B’s energy consumption and collect the fees from Party B according to the meter reading before transferring
    it to the offices of utilities. Party A may entrust property management companies to assist in collecting the above fees.


 


	5-3	Both
    parties agree that the property management company entrusted by Party A (hereinafter referred to as “the management company”)
    is responsible for the property management of the House. At the time of signing the Contract, the management company is Shanghai
    Puyuan Property Management Co., Ltd., which will be responsible for the property equipment operation, daily management and
    services of the House. Party B shall pay the property management fee. Party B shall sign the Property Management Agreement
    with the property management company prior to the transfer of the House. Property management fee and payment method of the
    House shall be implemented in accordance with the Property Management Agreement signed by Party B and the property management
    company.


 






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6.
Housing Requirements and Maintenance Responsibilities





 


	6-1	During
    the rental term, Party A promises that the House and its ancillary public facilities would be in normal usable and safe condition.
    If Party B finds that there is any damage or malfunction of the House or its ancillary public facilities (other than Party
    B’s decoration and equipment), Party B shall notice Party A and / or the management company to repair. Party A and / or the
    management company shall conduct inspection or repair in 48 hours after receiving the written notice from Party B and repair
    it within the period agreed on by both parties or within a reasonable period. If Party A shall assume the responsibility for
    maintenance but Party A fails to repair it overdue, Party B may take the maintenance for it and reasonable maintenance expenses
    shall be borne by Party A.


 


	6-2	During
    the rental term, Party B shall fair use and take good care of the House and its affiliated public facilities, and take various
    preventive measures to make the House safe from rain, wind or other natural causes. Party B shall assume maintenance responsibility
    for the improper or unreasonable use of Party B which results in the damage or failure of the House and its affiliated public
    facilities. If Party B refuses to assume responsibility for maintenance, Party A can take the maintenance on behalf of Party
    B, and reasonable maintenance costs borne by Party B. The maintenance of non-public facilities which is owned by Party B can
    be entrusted to the property management companies, and maintenance costs borne by Party B.


 


	6-3	Party
    B shall strictly follow the applicable laws, regulations, rules and regulations of China and use the House in accordance with
    the contractual purposes, especially not to use the House in any unreasonable or unethical way. Party B will not use the House
    in any way that invalidates or increases the risk of insurance. Party B shall ensure that the business activities engaged
    in using the House have obtained the business license issued by the government administration for industry and commerce and
    guarantee that legal registration and permission shall be kept throughout the lease period.


 


	6-4	During
    the rental term, Party A reserves the right to publish or authorize others to advertise, improve or add public facilities
    in other proper places where is not exclusively for Party B. Party A shall not affect Party B’s normal use of the House
    and Party B’s Normal business.


 






    6


     


    




 


	6-5	Party
    B agrees to guarantee that Party A and / or Party A’s personnel shall be exempt from Party B’s personal injury and /
    or property damage, and Party A and Party A’s personnel shall also be exempt from the third party’s claims and
    litigation caused by Party B.





 


7.
Decoration and Accretion





 


	7-1	Party
    B shall be responsible for the second decoration of the House. Party B’s decoration plan (including marking on the building
    facade or roof or other public parts of the House) shall be subject to Party A’s approval and Party A’s written consent. Party
    B shall not, without prior written consent of Party A, carry out any unauthorized activities or allow any other person to
    carry out any unauthorized alteration or addition of the House and its decoration, ancillary facilities and equipment (including
    but not limited to trunk lines, drainage, firefighting, indoor and outdoor appearances and existing installations). If such
    decoration needs the approval of the government department, Party B shall obtain the approval before construction.


 


	7-2	During
    renovating the House, Party B shall not damage the building’s facade or carry out any internal structural alterations that
    may affect the service life and safety of the House, including but not limited to the demolition and alteration of the bearing
    beam walls. If Party B needs to change the structure of the house or modify the ancillary facilities and equipment of the
    house, etc., in addition to the written consent of Party A, Party B shall pay the structural restoration fee deposit in accordance
    with the “Relevant Charges for Second Renovation of Leased Office of Shanghai Pudong Software Park”, otherwise Party
    B shall not carry out construction.


 


	7-3	During
    the rental term, the decoration belongs to Party B, and its responsibility for maintenance is also borne by Party B, unless
    the Parties agree otherwise. After the expiry of the rental term (including any early termination of the Contract attributable
    to Party B), Party B is obliged to remove the decoration extras and restore the house to the pre-lease status (except for
    natural losses). If Party B does not move on schedule, Party A can take the behalf of the removal, and the cost borne by Party
    B or deducted the cost from the deposit unless Party A agrees that Party B shall retain decoration remnants when returning
    the house.


 






    7


     


    




 


	7-4	Party
    A’s written consent to the decoration of Party B shall not be construed as Party A’s obligation or responsibility to Party
    B’s decoration and its consequences. Party B shall guarantee that its decoration and other facilities for its own addition
    are safe and will not cause any potential safety hazard for the House or its users. Party B shall assume complete legal, technical
    and economic responsibility for its own decoration and its consequences.


 


	7-5	Party
    A shall have the right to request Party B immediately to take all necessary measures to solve such safety problems if Party
    A finds any potential safety hazard caused by Party B’s decoration and attachment actions during and after the lease and whether
    or not Party A agrees to such decoration and attachment plan, until Party A unilaterally lift the lease. Party B entrusts
    the contractor to renovate the house. If it is not the cause of Party A, which violates the laws and regulations of China,
    and the relevant provisions of construction, fire control and safety management, or causes property damage, Party B and the
    contractor shall take the responsibility.





 


8.
Enter and Check





 


	8-1	During
    the lease, in order to ensure that the house and its ancillary facilities are properly accessible and safe, Party A and /
    or the management company shall have the right to send staff to enter the house for reasonable inspection, maintenance and
    repair, but Party A and / or the management company shall notify Party B at least 1 working day in advance (except: emergency
    situation and situation that Party A cannot be foreseen or controlled). Party B should be cooperated with inspection, maintenance
    and repair, but Party A should minimize the impact on the use of the House by Party B.


 


	8-2	If
    Party B renounces the right of renewal, or terminates this contract prematurely according to the Contract, or Party A and
    Party B fail to agree on whether to renew or not, Party B agrees that Party A has the right to accompany the interested subsequent
    tenants to visit the House within the time agreed upon by both parties within 6 months prior to the termination, but Party
    A should give advanced notice to Party B.


 






    8


     


    

 


9.
Sublet, Mix, Transfer and Exchange





  


	9-1	Without
    the prior written consent of Party A, Party B shall not sublet part or whole of the House to any third party in any form (including
    but not limited to contracting, pooling affiliates, establishing affiliates, etc.) during the rental term, or mixed-use the
    House with any third party, or transfer the House to others for rent, or exchange with others.


 


	9-2	If
    Party B sublets part or whole of the House to any third party during the rental term, or uses it in combination with any third
    party, or transfers the House to others for rent, or exchanges with other people’s rented houses in accordance with a separate
    written agreement between Party A and Party B, Party B shall still be liable for the behavior of actual user of the House
    and the consequences during the rental term.





 


10.
Priority Renewal Rights





 


	10-1	If
    the lease of the Contract expires and Party B needs to continue leasing the House, Party B shall submit a written request
    for renewal to Party A at least four months before the expiry of the rental term of the Contract, and re-sign the rental contract
    with the consent of Party A. Under the same conditions, Party B shall enjoy the priority of renewal of the whole of the House,
    except as otherwise stipulated by laws and regulations. If Party B submits to Party A only a written request for renewal of
    the part of the House, Party B will not enjoy the priority of renewal. If Party B lately requests for the renewal of a written
    request, it shall be deemed that Party B renounces the priority of renewal.


 


	10-2	After
    Party A agrees with Party B’s renewal and renewal conditions, both parties shall conclude a rental contract for the renewal
    of the House 3 months before the expiry date of the Contract. If Party B fails to sign the renewal contract with Party A overdue,
    it shall be deemed that Party B renounces the priority of renewal. The renewal rent is determined according to the renewal
    contract.





 


11.
Return





  


	11-1	Party
    B shall return the House to Party A no later than the expiry date of the lease or the date on which the Contract is terminated
    prematurely.


 


	11-2	Before
    Party B returns the House to Party A, Party B shall clean the House so that the House is in good condition and can be rented.
    The House which is returned by Party B shall be in conformity with the condition when the house was delivered (that is, it
    meets the requirements of Annex II and / or other supplementary agreements). When the House is returned, it should be checked
    by Party A or / and the property management company entrusted by Party A and the expenses should be settled.


 






    9


     


    




 


	11-3	Party
    B may retain the status quo of the House’s decoration if it has the written consent of Party A (permit that Party B
    may produce some natural wear and tear due to normal use) and move out of the House (hereinafter referred to as “move
    out of the House”), otherwise, it should be reinstated. If Party A shall agree in writing before Party B can retain the
    status quo of the House’s decoration, Party A shall have no obligation to make any compensation or compensation for
    Party B’s construction or renovation of the House and its decoration and facilities. If the Contract is terminated early due
    to Party A’s reason or because Party A breaches the Contract, Party B has no obligation to restore the status quo ante,
    and the House will be returned according to the current status.


 


	11-4	If
    Party B fails to return the house to Party A without the written consent of Party A or does not reach an agreement in writing
    with Party A on renewing the term, Party B shall pay the overdue liquidated damages of the House which is 3 times the rent
    to Party A, and shall bear all the energy, equipment, property management fees and all other expenses stipulated in the Contract
    during the period of occupation of the House. In addition, if Party B fails to return the house to Party A 15 days after the
    expiry date of the lease or the early termination date of the Contract, Party A has the right to release the house after written
    notice to Party B, Party A can (but does not have the obligation to) deposit it locally or expeditiously and Party A has the
    right to collect the custody fee and removal fee from Party B in respect of the objects and has the right to sell, transfer,
    discard or other ways which Party A deems it appropriate, and use the proceeds (if any) for any payment that Party B owes
    Party A and for any loss. In case of insufficient payment and compensation, Party A shall have the right to recover the balance
    from Party B.





 


12.
Exemption for Party A





 


	12-1	During
    the rental term, when Party B occupies the House and its ancillary facilities, public facilities, if Party B causes any loss
    of property, damage and personal injury caused by any of the following circumstances, Party B hereby agree, not because of
    Party A’s intention or gross negligence, Party A does not bear any responsibility:


 


	 

         
	(1)	Any
    loss or damage due to expropriation, acquisition, confiscation, nationalization or any force majeure caused by state or government
    agencies;


 






    10


     


    

 


	 

        
	(2)	Any
    loss or damage caused by theft, robbery and other criminal cases;


 


	 

         
	(3)	No
    water, electricity, telephone, fax, air-conditioning and other services to the House at any time or any public facilities
    in the House, including the planned maintenance and inspection of public facilities by a third party entrusted by Party A,
    are not operated and it is not due to Party A’s reasons;


 


	 

        
	(4)	Party
    B’s losses and damages caused by other lessees or third parties;


 


	 

         
	(5)	Party
    B’s losses and damages which is not caused by Party A’s intentional or gross negligence (Party A and / or the
    security guards and watchman’s security services provided to the House do not constitute Party A’s liability to the House,
    personnel, and property).





 


13.
Breach of the Contract and Liability for Breach of Contract





  


	13-1	Party
    A’s default


 


	 

         
	(1)	Party
    A shall compensate for the loss of Party B due to Party A’s transfer of property right caused by Party A’s setting up a new
    mortgage to the House during the rental term as stipulated in this contract.


 


	 

         
	(2)	During
    the rental term, Party A fails to perform the repair and maintenance responsibilities as stipulated in the Contract in time,
    resulting in damage to the House or property, or personal injury to Party B’s personnel, sub-contractors, agents, employees,
    and decorators due to the structural problems of the House, Party A should be responsible for compensation.


 


	 

         
	(3)	During
    the rental term, except the exempt situation regulated by the Contract, laws or regulations, if Party A decides to terminate
    this contract or take the House back early without authorization, Party A should give a written notice to Party B 6 months
    early. In this case, in addition to returning the deposit to Party B, Party A should also pay liquidated damages which is
    amount to the monthly rent at that time to Party B. If Party A informs Party B 3 months early but less than 6 months, Party
    A should pay liquidated damages which is twice the monthly rent at that time to Party B. If Party A does not inform Party
    B 3 months early, Party A should pay liquidated damages which is triple the monthly rent at that time to Party B.


 






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	13-2	Party
    B’s default


 


	 

         
	(1)	If
    Party B overdue payment of rent, deposit, equipment rental fee, energy consumption fee, property management fee or other relevant
    expenses payable, Party B shall pay overdue fine which is 0.3% of the amount of overdue payment per day. If overdue 30 days,
    Party A has the right to interrupt the water, electricity and other energy supply, until Party B pays all the expenses. And
    Party B should bear the cost of re-connection.


 


	 

         
	(2)	If
    Party B fails to obtain the written consent of Party A to renovates the House or additional facilities beyond the written
    consent of Party A, Party A has the right to request Party B to restore the original state of the House. Party B shall be
    responsible for indemnification if Party B causes irreparable damage to the House or Party A suffers losses (including but
    not limited to fines, damages, etc.) due to the aforesaid acts of Party B.


 


	 

         
	(3)	Party
    B or any person expressly or implicitly authorized by Party B to enter the House or parking space shall be regarded as Party
    B’s act. If such act causes damage or loss of personal or property to Party A or building, Party B shall jointly and severally
    liable for compensation.


 


	 

         
	(4)	During
    the rental term, except the exempt situation regulated by the Contract, if Party B decides to terminate this contract early
    without authorization and Party B gives a written notice to Party A 3 months early, Party B should pay liquidated damages
    which is amount to the monthly rent at that time to Party A. If Party B does not inform Party A 3 months early, Party B should
    pay liquidated damages which is triple the monthly rent at that time to Party A. Party A may deduct the above liquidated damages
    from the remaining balance of the rental deposit that Party B has already paid, and the insufficient part will be delivered
    separately by Party B.





 


Retirement
refers to the behavior that Party B decides to terminate the lease relationship early for its own reasons, limited to a written
statement.





 


	 

         
	(5)	If
    Party B registers the House as its domicile, and Party B fails to complete the registration of alteration or cancellation
    within 30 days from the date of termination of the tenancy or provide the copy of certificate of registration to Party A for
    the record, Party B shall pay Party A liquidated damages which is amount to the monthly rent at that time.


 


	 

         
	(6)	Party
    A has right to request Party B to compensate Party A for the losses suffered thereby, if Party B takes the following actions:


 


	 

         
	(1)	Intentional
    or negligent act of Party B and its employees and contractors on any part of the building or the House;


 






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	(2)	Party
    B violates or fails to comply with any applicable provisions of the Contract;
	 	 	 





	 

         
	(3)	Party
    B, its employees and other acts of the contractor will affect the normal operation and management of the building by Party
    A and the property management company unless Party B provides reasonable explanations within 24 hours after receiving the
    written notice from Party A.





 


14.
The Force Majeure





  


	14-1	If
    either the Property or any part of the Building is destroyed or is not suitable for research and development and office during
    the lease period due to Force Majeure, either party shall be entitled to notify the other in writing of the termination of
    the Contract, and neither party shall pursue the default responsibility. The Contract is terminated from the day when notice
    is given by either party. Party A should return Party B the remaining rental deposit, rental after the force majeure, and
    other expenses that Party B has prepaid within 10 working days from the date of termination of the Contract after deducting
    the relevant expenses according to Clause 13 of the Contract without interest, as long as Party B pays all the expenses payable
    by Party B before the force majeure which is regulated by the Contract and the supplementary agreements.


 


	14-2	The
    above “force majeure” means any unforeseen event beyond the reasonable control of one party and which is unavoidable
    despite reasonable care is given by the party, including but not limited to, earthquake, typhoon, plague, flood, fire, storms,
    tidal waves or other natural disasters, declared or undeclared war, riots and so on.





 


15.
Terminate the Contract





  


	15-1	Both
    Parties agree that one party may be written notice to the other party to terminate the Contract under the following situations,
    and the party breaching the Contract shall pay liquidated damages which is triple the monthly rent at that time to the other
    party. If the party breaching the Contract also cause damages to the other party, and if the liquidated damages are insufficient
    to meet the damages, the balance still needs to be made up.


 






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	(1)	Party
    A fails to deliver the House on time and still cannot deliver the House 30 days after the written notice from Party B;


 


	 

         
	(2)	The
    house delivered by Party A does not meet the contract stipulated in Annex II of the Contract, resulting in the failure
    to realize the purpose of the lease; or the House delivered by Party A is defective and endangers the safety of Party B;


 


	 

        
	(3)	Party
    B fails to obtain the written consent of Party A to change the use of the House;


 


	 

        
	(4)	Party
    B causes damage to the main structure of the House or other irreparable damage;


 


	 

        
	(5)	Party
    B, without the written consent of Party A and the approval of the relevant department, arbitrarily changed the nature of the
    production and use involved in the property planning;


 


	 

        
	(6)	Party
    B fails to obtain the written consent of Party A and permission from the safety production supervision, fire control and other
    relevant departments to add or modify special equipment or to produce, manage, transport, store, use or dispose of hazardous
    chemicals;


 


	 

         
	(7)	Party
    B renders part or all of the House to any third party without authorization, or uses it in combination with any third party,
    or transfers the House to others for rent or exchanges with other people’s houses;


 


	 

         
	(8)	Party
    B has not paid the rent over 30 days, and still cannot pay the rent 30 days after the written notice from Party A.


 


	15-2	Due
    to the breach of item (8) of the preceding paragraph, the Party A has the right to retain all the articles in the House until
    Party B pays all the money (including the liquidated damages) to Party A.


 


	15-3	Both
    Parties agree that the Contract is terminated under the following situations, and neither of them should be responsible for
    the termination.


 


	 

        
	(1)	The
    land use rights within the occupied area of the House are recovered early according to law;


 


	 

        
	(2)	The
    House is requisitioned according to law because of public interests;


 


	

         
	(3)	The
    House is included in the scope of the permit for house demolition due to urban construction;


 


	 

        
	(4)	The
    House is damaged, lost or has been identified as a dangerous house;


 


	 

        
	(5)	Party
    A has informed Party B that the mortgage has been set before the rental, and is now being disposed of.


 






    14


     


    

 


16.
Statements and Guarantees





 


	a)	Party
    A hereby states and guarantees as follows:


 


	 

         
	(1)	Party
    A has all the necessary authorizations to formally and effectively sign and perform the Contract and possess all the necessary
    powers and capabilities to lease the House to Party B in accordance with applicable laws.


 


	 

         
	(2)	Party
    A’s signing and performance of the Contract shall not constitute a violation of the applicable law or any contract signed
    by Party A with any third party.


 


	 

         
	(3)	Party
    A guarantees that the House has been built and in good condition in accordance with applicable laws (including but not limited
    to safety and health related laws and regulations) and has legal ownership over it.


 


	
	b)	Party
    B hereby states and guarantees as follows:


 


	 

        
	(1)	Party
    B has all the necessary authorizations to formally and effectively sign and perform the Contract.


 


	 

        
	(2)	Party
    B has legal business qualification. During the renewal of the Contract, Party B will engage in business activities in accordance
    with the scope of its business license, and its business activities must comply with the relevant provisions of national laws
    and regulations.


 


	 

         
	(3)	Party
    B promises not to disclose any information involved in the Contract to any third party, including but not limited to the rental
    price. If Party B’s behavior leaks any of above mentioned information, Party A reserves the right to retroactively indemnify
    Party B.





 


17.
Safe Production





  


	17-1	Party
    B shall strictly comply with the safety management code of the park including the Notice on Enterprise Safety Management in
    Shanghai Pudong Software Park (see Annex III for details) and shall be fully responsible for its own safety management.
    Party B shall immediately inform Party A in an effective manner once a safety accident has occurred, and provide a written
    report after the incident, while trying its best to avoid or reduce the casualties or property damage. If the circumstances
    of the accident are serious and have caused or may cause casualties, Party B shall also directly report to the relevant government
    department in accordance with the law.


 






    15


     


    

 


	17-2	During
    the rental term of the Contract, Party A shall have the right to recourse to Party B and terminate the Contract if Party B
    produces safety accident in the area of Shanghai Pudong Software Park. If the safety accidents cause loss of Party A, Party
    B should compensate Party A.


 


	17-3	Party
    B’s safety records shall be used as a reference for Party B’s priority rights such as renewal and extension of lease (if any).





 


18.
Other Terms





 


	18-1	The
    Contract takes effect immediately after both parties have signed and sealed the contract.


 


	18-2	The
    unaccomplished matters of the Contract may be concluded by the supplementary agreements or terms between Party A and Party
    B. The supplementary agreement, the terms and the supplements to the Contract are an integral part of the Contract. The written
    words in the Contract and its supplementary terms, agreements and the space in the appendix have the same effect as the printed
    language.


 


	18-3	When
    both parties sign the Contract, they shall clearly understand their respective rights, obligations and responsibilities and
    are willing to fulfill their obligations strictly according to the Contract. If one party violates the Contract, the other
    party is entitled to claim according to the Contract.


 


	18-4	Party
    A and Party B shall settle their disputes through negotiation during the performance of the Contract. If they fail to reach
    a consensus through negotiation, both parties agree to choose the following method (2) to settle in accordance with the laws
    of the People’s Republic of China:


 


	 

        
	(1)	submitted
    to China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration;


 


	 

        
	(2)	bring
    a lawsuit to the people’s court where the House is located.


 


	18-5	The
    Contract has four copies with the Annex, and Party A, Party B, the business department, the tax department each hold a copy.
    All of them have the same effect.


 


	18-6	All
    fees and taxes related to the registration of the Contract (including but not limited to stamp duty) should be borne by both
    parties in accordance with the regulations of the People’s Republic of China and Shanghai.


  


	18-7	Party
    B is obliged to cooperate with Party A to complete all forms of non-profitable research activities for the purpose of industry
    research, including but not limited to questionnaires, interviews with business executives, and collection of economic data.
    Party A will not disclose any information or data provided by Party B for other purpose other than industry research and will
    not disclose any trade secrets to any third party which is not related to industrial research.


 






    16


     


    




 


Annex
I


 


Plan
of the House


 






    17


     


    




 


Annex
II





 


the
existing decoration of the House, ancillary facilities and equipment status, and the decoration and additional facilities which
Party A allows Party B to do in writing


 






    18


     


    

 


Annex
III


 


Notice
of Shanghai Pudong Software Park Park Enterprise Security Management


 


According
to Production Safety Law of the People’s Republic of China, Regulations on the Reporting, Investigation and Handling of Work Safety
Accidents, Regulations on Production Safety of Shanghai, for further strengthen the security management of Shanghai Pudong Software
Park, effectively protect the life of the park personnel and property safety, we will inform about the safety management in the
park as follows:





 


	1.	Safety
    Management Responsibilities of Companies in the Park





 


The
company in the park should be responsible for the work of safety management, including the area that the company leased, in the
process of working, employee’s safety management during working or work-related experiences, and take the responsibility.





 


	 

         
	1.	The
    park enterprise assigns the safety commissioner as the first safety liaison and is in charge of the safety work in the leased
    area and liaises with Shanghai Pudong Software Park Co., Ltd. (hereinafter referred to as “Pu soft”). If there is
    a change of position in the safety commissioner, the job successor automatically becomes the first safety liaison or the park
    shall assign another person and informed in writing to Pu Soft.


 


	 

         
	2.	Strictly
    abide by the laws, regulations and rules related to safety and possess the qualifications and conditions for safety production
    required for the operation of the business and industry.


 


	 

         
	3.	Pursuant
    to the written approval by Pu soft company, if a company can sublease or sublet the office, it shall conclude a safety management
    agreement with the sub-tenant on the basis of the contents of this circular with a clear emphasis on safety responsibilities
    and management requirements.


 


	
	2.	Safety
    Requirements of Daily Operation


 


	 

         
	1.	Establish
    safety management rules and systems with safety responsibility system as the core. Strengthen safety education and management
    of suppliers. Enhance daily education and training of employees in safety work. Provide safety management personnel and equipment.
    In accordance with the relevant regulations and establish safety standards emergency rescue and evacuation plan.


 


	 

         
	2.	The
    renovations within the scope of renter and equipment installation should comply with the relevant provisions, norms and standards
    of safety and fire safety. According to national and local regulations, construction and equipment installation needs to be
    reviewed and accepted.


 


	 

         
	3.	The
    facilities and equipment must pass inspection, tests and acceptance, and should be operated by trained and qualified people.
    Those people who are engaged in special operations must have the appropriate qualifications. The equipment and operations
    personnel should be reviewed annually in accordance with related regulations.


 






    19


     


    

 


	 

        
	4.	Don’t
    produce, store toxic, harmful, flammable, explosive materials.


 


	 

        
	5.	Loading
    and unloading of goods in the designated area, do a good job of on-site safety supervision and support.


 


	 

        
	6.	It
    is strictly forbidden to lodge staff in the office area of Shanghai Pudong Software Park.


 


	 

        
	7.	The
    risk of accidents or insecurity should be self-examination and timely rectification. Cooperate with Pu soft company and the
    property management unit for safety inspection and rectification.


  


		3.	Requirements
of Fire Safety


 


	 

        
	1.	Actively
    involved in the fire drill and cooperate with Pu soft company and property management units.


 


	 

        
	2.	Equip
    fire extinguisher in line with the provisions in their own rented area. Set in line with the provisions of the requirements,
    identify the obvious emergency evacuation diagram. Always keep the evacuation routes and entrances and exits open.


 


	 

        
	3.	Smoking
    is strictly forbidden in non-smoking areas. It is forbidden to use open flame in violation of regulation.


 


	 

        
	4.	It
    is forbidden to block, close, occupy the evacuation routes and entrances and exits.


 


		4.	Requirements
of Security and Traffic Safety


 


	 

         
	1.	Improve
    staff’s awareness of personal safety, property safety and traffic safety. Properly store their valuables such as cash and
    securities, and set up more reliable safety precautions to prevent theft.


 


	 

         
	2.	The
    motor vehicles owned by their employees or their employees’ relatives shall strictly follow the traffic lights’
    instruction and traffic signs’ instruction to drive. Parking in the line with norms and regulations.





 


If
any unexpected incident or accident occurs, including but not limited to safety production, anti-crime, traffic or public security,
it shall be reported to Pu soft as soon as possible. In the case of emergencies, it shall be reported directly to the police,
fire department, rescue department and other departments immediately, afterwards be reported to Pu soft company.


 


 


20