Exhibit 10.42


 


Below is the Equity Pledge Agreement, dated
December 2017, by and between Pure Value Trading Company (Shanghai) Limited (referred to below as "Zhifu Trading (Shanghai) Co.,
Ltd" and Shufen Xiao. Certain identified information has been excluded from this exhibit because it is both immaterial and is the
type that the registrant treats as private and confidential.


 





 



 


EQUITY PLEDGE AGREEMENT


 


 



 


by and between


 


Zhifu Trading
(Shanghai) Co., Ltd.


(志福商贸(上海)有限公司)


 


 and




 


Shufen Xiao


 (肖淑芬)




 


___ December
2017


 






     


     


    

 


This EQUITY
PLEDGE AGREEMENT (“Agreement”) is entered into on December 2017 (“Signing Date”) in Shanghai,
People’s Republic of China (“PRC”), by and between:


 


		(1)	Zhifu Trading (Shanghai) Co., Ltd. (志福商贸(上海)有限公司),
a limited liability company incorporated under the laws of the PRC, with its registered address at Room E06, 2nd Floor, No. 225 Fute Road
North , Pilot Free Trade Zone, Shanghai, PRC (中国(上海)自由贸易试验区富特北路225号第二层E06室)
(“Party A”);



 


		(2)	Shufen Xiao( 肖 淑
                                                                                                     芬 ), a PRC citizen and holder of identity card number [XXXXXXXXXXX], whose residential address is at
                                                                                                     [XXXXXXXXXXXX], [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXX] (“Party
                                                                                                     B”).



 


(collectively,
the “Parties”, individually, a “Party”)


 


		BACKGROUND:	



 


		A.	Party B holds 50% of the equity interests (“Equity Interests”) of Jihuiduo (Beijing) Technology Co., Ltd. (积惠多(北京)科技有限公司)
, a PRC limited liability company (“Company”).



 


		B.	On December 2017, Party A has entered into a loan agreement with Party B, the company and Xiaoli Lou (娄晓丽),
pursuant to which Party A extended to Party B loans totalling RMB 500,000 for the purpose of establishing the Company and developing
its business (“Loan Agreement”).



 


		C.	As security for (a) the Company’s performance of its obligations under the Services Agreement (defined
below), (b) the Company’s performance of its obligations under the Intellectual Property License Agreement, (c) Party B’s
performance of his obligations under the Call Option Agreement, and (d) Party B’s performance of his obligations under the Loan
Agreement, Party B has agreed to pledge the Equity Interests to Party A, in accordance with the terms and conditions below.



 


NOW, THEREFORE, the Parties
agree as follows:


 


		1.	DEFINITIONS AND INTERPRETATIONS



 


		1.1	Definitions. The following terms have the meanings assigned to them below.



 


Business Day means a day on which commercial banks are open for business in the PRC. 



 






    	Equity Pledge Agreement	- 1 -	 




     


    

 





	 	Call
    Option

 Agreement	means the Call Option Agreement entered into by the Parties, Xiaoli Lou (娄晓丽)
and the Company.
	 	 	 
	 	Confidential


    Information	means any information of a confidential nature relating
to the Parties and the Company, including any confidential information concerning their respective structure, business activities (including
financial information, client lists and business policies), technology, released or unreleased software or hardware products, marketing
plans, regardless of the format in which such information is stored or communicated, and including any excerpts, summaries or other derivative
forms of the same.
	 	 	 
	 	Event
    of Default	has the meaning assigned
    to it in Article 7.
	 	 	 
	 	Force Majeure	means any fire, flood, war, act of government or other
natural or man-made event which is unforeseen by the Parties (or if foreseen, reasonably unavoidable) and which prevents the performance
of this Agreement by any Party, but excluding any shortage of credit or lack of funding which may affect Party B’s ability to perform
repayment of the entire amount or any portion extended under the Loan Agreement.
	 	 	 
	 	Intellectual


    Property License

 Agreement	means the Intellectual Property License Agreement entered into between Party
A and the Company.
	 	 	 
	 	Pledge	means the pledge created over the Equity Interests in favor of Party A under
Article 2.1.
	 	 	 
	 	Services


    Agreement	means the Exclusive Services Agreement entered into between
Party A and the Company on ___ December 2017, and any subsequent amendments.


 


		1.2	Interpretation. Unless the context otherwise requires: (a) each accounting term not otherwise defined
in this Agreement has the meaning assigned to it in accordance with the PRC GAAP, consistently applied; (b) all headings are for reference
purposes only and do not affect the meaning or interpretation of any provision; (c) any reference to an Article is to an Article of this
Agreement; (d) the use of the plural will include the use of the singular, and vice versa; (e) a reference to a day, month or year is
to a calendar day, month or year; and (f) the words “includes” and “including” will mean “includes, without
limitation” and “including, without limitation,” as applicable, and the word “any” shall mean “any
or all.”









 






    	Equity Pledge Agreement	- 2 -	 




     


    

 


		2.	PLEGE



 


		2.1	Pledge. Party B shall pledge his entire share of the Equity Interests to Party A pursuant to the
terms of this Agreement (“Pledge”).



 


		2.2	Effective Date. The Pledge will go into effect on the date on which it has been duly registered
pursuant to Article 3. For the avoidance of doubt, the Pledge will remain in effect until Party A has acquired the entire Equity Interests
by means of exercising its option under the Call Option Agreement.



 


		3.	REGISTRATION



 


Within 30 Business Days after the Signing
Date, Party B shall complete the registration of the Pledge with the relevant local branch of the PRC Administration for Industry and
Commerce (“AIC”) as instructed by Party A, and Party A shall provide any necessary assistance to Party B to register
the Pledge in accordance with this Agreement.


 


		4.	EXERCISE OF PLEDGE



 


		4.1	Exercise of Pledge. During the term of this Agreement, Party A may exercise the Pledge if:



 


		(a)	the Company fails to pay any of the service fees or royalties due under the Services Agreement or the
Intellectual Property License Agreement, or otherwise breaches the Services Agreement or the Intellectual Property License Agreement,
and fails to rectify such breach within 30 days of Party A’s written demand for the same; or



 


		(b)	Party B fails to repay the Loans in accordance with the Loan Agreement.



 


		4.2	No Hindrance. Party B shall render all necessary assistance to Party A in exercising the Pledge,
and shall not hinder Party A’s exercise of the Pledge under this Agreement.



 






    	Equity Pledge Agreement	- 3 -	 




     


    

 


		5.	REPRESENTATIONS AND WARRANTIES OF PART B



 


Party B hereby represents and warrants that:


 


		5.1	she is the legal owner of the Equity Interests; and



 


		5.2	she has not pledged or encumbered his respective share of the Equity Interests to any person or entity
other than Party A.



 


		6.	CONVENANTS OF PARTY B



 


Party B shall:


 


		6.1	not transfer or assign his share of the Equity Interests, collect any dividends from the Equity Interests,
or create or permit to be created any pledge or other encumbrance on the Equity Interests other than the Pledge, without the prior written
consent of Party A;



 


		6.2	comply with all laws and regulations governing the Pledge;



 


		6.3	deliver to Party A any notice, order, or opinion with respect to the Pledge issued by a competent government
authority within five Business Days of receipt, and comply with or object to such notice, order or opinion, as directed by Party A;



 


		6.4	notify Party A in a timely manner of any action, omission or other event that may adversely affect the
Equity Interests or any of the Parties’ rights therein, or which may change or preclude his performance of any of his obligations
under this Agreement;



 


		6.5	not initiate, nor authorise any other person to initiate, any legal procedure or other action which could
suspend or hamper Party A’s right to exercise the Pledge; and



 


		6.6	execute in good faith all title certificates and contracts, perform any necessary actions, and provide
any additional assistance necessary to perfect Party A’s rights under this Agreement, as requested by Party A.



 


		7.	EVENTS OF DEFAULT



 


		7.1	Events of Default. Each of the following events is an “Event of Default”:



 


		(a)	the Company fails to make full and timely payment of the service fees under the Services Agreement, or
if Party A incurs any economic loss due to the Company’s breach of its obligations under the Services Agreement and/or the Intellectual
Property License Agreement;









 






    	Equity Pledge Agreement	- 4 -	 




     


    

 


		(b)	Party B fails to repay the Loans in a timely manner, or otherwise breaches his obligations under the Loan
Agreement, and fails to rectify such breach upon written demand from Party A;



 


		(c)	Party B breaches this Agreement, including by making any materially misleading or fraudulent representations
under Article 5;



 


		(d)	Party B waives his rights in or to the Equity Interests, or transfers or assigns any portion of the Equity
Interests, without the prior written consent of Party A;



 


		(e)	any external loan, and/or any security, compensation, covenant or other liability of Party B (excluding
the loan extended under the Loan Agreement) is/are required to be repaid or performed prior to the scheduled date, or is due but cannot
be repaid or performed as scheduled, and thereby causes Party A to deem that the capacity of Party B to perform his obligations under
this Agreement has been adversely affected;



 


		(f)	laws are promulgated that render Party B incapable of continuing to perform his obligations under this
Agreement without violating such laws, or which render this Agreement illegal;



 


		(g)	any approval, permit, licence, or authorisation from competent government authorities needed to perform
or validate this Agreement is withdrawn, suspended, invalidated, or materially amended;



 


		(h)	Party B loses the capacity to perform his obligations under the Loan Agreement; and



 


		(i)	other circumstances occur whereby Party A is incapable of exercising the right to dispose of the Pledge
in accordance with applicable law and the Parties’ intentions under this Agreement.



 


		7.2	Notice. Party B shall immediately notify Party A in writing if he becomes aware that an Event of
Default has occurred.



 


		7.3	Party A’s Event of Default Rights. Party A may, at any time upon the occurrence of an Event of Default: (a) serve a written
default notice to Party B requiring that he immediately make, or cause to be immediately made, full payment of the outstanding payment
obligations under one or more of the Services Agreement, the Intellectual Property License Agreement and the Loan Agreement; and (b) exercise
the Pledge in accordance with Article 4. For the avoidance of doubt, Party A’s rights under this Article 7.3 will be separate from
and in addition to its rights for breach of contract as set out in Article 11.



 






    	Equity Pledge Agreement	- 5 -	 




     


    

 


		8.	TERMINATION



 


This Agreement will remain in full force
and effect until the earlier of the date on which:


 


		8.1	the Loan Agreement, the Call Option Agreement, the Services Agreement, and the Intellectual Property License
Agreement have each been performed in full or otherwise terminated;



 


		8.2	in accordance with Article 4, the Pledge is exercised and all subsequent records and other necessary actions
have been undertaken by Party B to exercise the Pledge; and



 


		8.3	Party A gives, at its sole discretion, notice of release of the Pledge to Party B or other clear instruction
in writing to the effect that the Pledge under this Agreement is terminated.



 


		9.	FEES AND EXPENSES



 


Party A shall bear all fees and expenses
incurred in relation to this Agreement, including legal fees, taxes and government charges, and shall indemnify Party B against the payment
of any fees or expenses incurred at the request and upon the instruction of Party A. Notwithstanding the foregoing, each Party shall be
responsible for its own legal fees incurred as a result of engaging legal counsel for the purpose of entering into this Agreement and
in the event that any dispute arises in connection with this Agreement.


 


		10.	CONFIDENTIALITY



 


		10.1	Confidentiality Obligations. Each Party (“Receiving Party”) shall maintain the
strict confidentiality of any and all Confidential Information of any other Party (“Disclosing Party”) to which it
may become privy before or during the performance of this Agreement, and shall not disclose any such Confidential Information to any third
party except to its relevant employees, affiliates, officers and advisors (as applicable) on a “need-to-know” basis and provided
that the aforesaid recipients of Confidential Information are subject to written confidentiality undertakings which are no less strict
than the obligations set out in this Agreement. A Receiving Party shall use Confidential Information only for performing this Agreement
or such other purpose as the relevant Disclosing Party permits in writing.



 






    	Equity Pledge Agreement	- 6 -	 




     


    

 


		10.2	Exceptions. The disclosure of Confidential Information by a Receiving Party will not be deemed
a breach of its confidentiality obligations if:









 


		(a)	the Disclosing Party has given its prior written consent to the disclosure;



 


		(b)	the Confidential Information has entered the public domain through no fault or wrongful act of the Receiving
Party;



 


		(c)	the Confidential Information has been rightfully received by the Receiving Party from a third party that
developed such information independently and was not subject to any confidentiality obligation with regard to the same;



 


		(d)	the Confidential Information was, prior to this Signing Date or any other separate non-disclosure agreement
previously existing between the Parties, independently developed by the Receiving Party without the use, directly or indirectly, of the
Confidential Information; or



 


		(e)	the disclosure of Confidential Information is required pursuant to law or a court order of competent jurisdiction,
provided that the Receiving Party has (i) limited such disclosure to the extent required by such applicable law or court order, and (ii)
provided the Disclosing Party with sufficient notice of the need to disclose the Confidential Information to allow the Disclosing Party
with the opportunity to oppose the disclosure thereof by means of any available objections or appeals.



 


		10.3	Survival. The obligations under this Section 10 will survive the termination of this Agreement
for any reason whatsoever.



 


		11.	BREACH OF CONTRACT



 


		11.1	Breach. A Party will be in breach of this Agreement if:



 


		(a)	it fails to perform its obligations under this Agreement fully and in a timely manner, and does not rectify
any such failure within 30 days after written demand from any other Party requesting the same; or



 


		(b)	any representation or warranty made by Party B under this Agreement is or becomes, materially false, misleading
or untrue.



 


		11.2	Liability for Breach. Any Party that breaches this Agreement shall indemnify the other Party against,
and compensate them for, any damages or losses incurred as a result, including third-party claims.



 






    	Equity Pledge Agreement	- 7 -	 




     


    

 


		12.	FORCE MAJEURE









 


A Party who is unable to perform its
obligations under this Agreement as a direct result of Force Majeure will not be deemed to be in breach of this Agreement, provided that
the following conditions are satisfied simultaneously:


 


		12.1	its failure to perform its obligations under this Agreement has been directly caused by Force Majeure;



 


		12.2	it has used reasonable efforts to perform its obligations under this Agreement and has taken necessary
precautions to reduce the losses to the other Party arising from the Force Majeure;



 


		12.3	it has immediately informed the other Party in writing after the occurrence of Force Majeure; and



 


		12.4	it has provided written information and supporting documentation, including a statement of the reasons
for the delay in implementing or partially implementing this Agreement, within 15 days after the occurrence of Force Majeure.



 


		13.	GOVERNING LAW



 


This Agreement will be governed by and
construed in accordance with the laws of the PRC, without giving either reference or effect to any principle of conflict of laws or choice
of laws.


 


		14.	DISPUTE RESOLUTION



 


		14.1	If any dispute arises from or in connection with this Agreement, the Parties shall attempt in the first
instance to resolve it through friendly consultations or mediation. If the dispute cannot be resolved within 30 days, then either Party
may refer the dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration
which shall be conducted in Shanghai in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration.
The arbitral award will be final and binding upon both Parties. The number of arbitrators will be one. The arbitration proceedings will
be conducted in English.



 


		14.2	The winning party may, at the cost and expense of the losing party, apply to any court of competent jurisdiction
for enforcement of such arbitral award.



 


		14.3	During the period when the dispute is being resolved, except for the matters under dispute, the Parties
shall continue to perform this Agreement in all respects.









 






    	Equity Pledge Agreement	- 8 -	 




     


    

 


		15.	MISCELLANEOUS



 


		15.1	Notices. All notices or other communications made pursuant to this Agreement will be written in
English, and delivered in person (including by courier), by first class mail or facsimile, to the addresses set forth below. A notice
shall be deemed to have been delivered (a) on the date of signing of the delivery receipt in the case of delivery in person (including
by courier); (b) on the 10th day of the mailing date in the case of delivery by mail; and (c) on the date recorded in the transmission
record in the case of facsimile, unless delivery is made after 5:00 pm on a Business Day or on a non-Business Day in the place of receipt,
in which case delivery will be deemed to occur at 9:00 am on the following Business Day.



 


	 	Party A:	Zhifu Trading (Shanghai) Co., Ltd. (志福商贸 (上海)有限公司)
	 	 	 
	 	Address: 	Room E06, 2nd Floor,
No. 225 Fute Road North, Pilot Free Trade Zone, Shanghai, PRC (中国(上海)自由贸易试验区富特北路225号第二层E06
室)
	 	 	 
	 	Tel:	_________
	 	 	 
	 	Attn:	Alan Martin Clingman
	 	 	 
	 	Party B:	Shufen Xiao (肖淑芬)
	 		
	 	Address:	[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
	 	 	 
	 	Tel:	[XXXXXXXXXX]



 





			






		15.2	Entire Agreement. This Agreement constitutes the entire agreement between the Parties in respect
of the subject matter hereof and supersedes any previous discussions, negotiations and agreements related thereto.



 


		15.3	Amendment. This Agreement may be amended only by a written agreement signed by the Parties. The
Parties shall obtain all requisite approvals from the relevant authorities to give effect to the amendment.



 


		15.4	No Waiver. Unless otherwise agreed by the Parties in writing, any failure or delay on the
                                                            part of any Party to exercise any right, authority or privilege under this Agreement, or under any other related agreement, will not
                                                            operate as a waiver thereof; nor will any single or partial exercise of any right, authority or privilege preclude any other future exercise thereof.









 


		15.5	Severability. The provisions of this Agreement are severable from each other. The invalidity of
any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.



 


		15.6	Assignment. Party B shall not assign any of his rights or obligations under this Agreement without
the prior written consent of Party A. Party A may assign any of its rights or obligations under this Agreement to a designated person
at any time. Party B shall cooperate fully with Party A to affect any such assignment, including signing any documentation.



 


		15.7	Counterparts. This Agreement is executed in three counterparts, each of which will constitute an
original and all of which, when taken together, will constitute one agreement. Each Party will retain one counterpart and the other counterpart
will be submitted to the AIC.



 


[Signature page
follows]


 









    	Equity Pledge Agreement	- 9 -	 




     


    

 


IN
WITNESS WHEREOF, the Parties have executed or caused their duly authorised representatives to execute this Agreement as of the Signing
Date.


 


For
and on behalf of

Zhifu Trading (Shanghai) Co., Ltd.

(志福商贸(上海)有限公司)

(Company Seal)


 


	Signature: 	/s/
    Alan Martin Clingman	 
	Name:	Alan
    Martin Clingman	 
	Title:	Legal
    Representative	 


 


Shufen
Xiao (肖淑芬)


 


	Signature: 	/s/
    Shufen Xiao	 


 


Signature Page to Equity Pledge Agreement