Exhibit 10.2


 





Call Option Agreement


Between


Fujian Blue Hat Interactive Entertainment
Technology Ltd.


And


Xiamen Duwei Consulting Management
Co., Ltd.


November 13, 2018




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Call Option Agreement


Party A: Xiaodong CHEN


ID Number: 350102196711020039


Address: Room 2605, No.108 East
Taojin Road, Yuexiu District, Guangzhou


Party B: Xiamen Duwei Consulting
Management Co., Ltd.


Legal representative: Xiaodong
CHEN


Address: Room A-2, Unit 3, Floor
8, Building D, Xiamen International Shipping Center, No.97 Xiangyu Road, Administration of Xiamen Area of China (Fujian) Pilot
Free Trade Zone


Target Company: Fujian Blue Hat Interactive
Entertainment Technology Ltd. (the “Target Company”)


Legal Representative: Xiaodong
CHEN


Address: Room 402, Floor 4, Industrial
Design Center, Cross-Strait Longshan Culture Creative Industry Park, No.84, South Longshan Road, Siming District, Xiamen


Whereas:


		(1)	The Target Company is a company limited by shares incorporated lawfully and existing validly within
the territory of the People’s Republic of China, and Party A holds 67.21% shares as a shareholder of the Target Company.



		(2)	Party B is a wholly foreign-owned enterprise incorporated lawfully and existing validly in accordance
with the laws of the People’s Republic of China and provides technical support, strategic consulting and other related services
to the Target Company as an important partner of the Target Company.



		(3)	Party A and the Target Company intend to grant the Part B, the exclusive option to purchase all
or part of the shares and the assets (including all forms of tangible and intangible assets) of the Target Company held by Party
A, either by Party B itself or through its designated person.



Now therefore, through mutual consultation,
the parties have reached the following agreements:


Article 1 Grant and Exercise of
Call Option


1.1       Granting
Purchase Option


According to the requirements
of Chinese laws and the provisions of this Agreement, the parties agree that Party B own the exclusive right to choose at any time
to purchase all or part of shares or assets of the Target Company held by Party A through Party B itself or




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its designated person (herein
after referred to as “Purchase Options”) The purchase options may be exercised by Party B or the person designated
by Party B which is irrevocable during the term of this Agreement. Party A agrees that any third party except for Party B shall
not own purchase options to the shares or assets of the Target Company or other rights related to the Target Company.


1.2       Exercise
of Option


Based on the requirements of Chinese
law, Party B or its nominated person may send a written notice to Party A and/or the Target Company (as the case may be) (hereinafter
referred to as the “Notice of Exercise”) and specify that it will purchase the shares or the shares of the assets
purchased from the Target Company (hereinafter referred to as the “Purchased Shares/Assets”) and the way of
purchase, the purchase options are excised. Party B or its designee may independently decide when, how and how often to exercise
the option.


1.3       Effect
of Notice of Exercise


Within thirty (30) days from receipt
of the notice of execution, Party A and/or the Target Company (as the case may be) shall sign the Equity/Asset Transfer Contract
and other documents (the “Transfer Documents”) for the transfer with Party B or its nominated person. And Party
A irrevocably waived its right of first refusal to purchase all the other shares sold by the other party to Party B.


1.4       Registration


After the transfer documents are
signed, Party A and/or the Target Company must unconditionally cooperate with Party B to handle any necessary matters related with
transfer including approvals, permits, registrations, filings, etc. Party A shall transfer without any security interests the effective
ownership of purchased equity/asset to Party B or its designated person who become the registered owner of the purchased equity/asset.


1.5       Joint
Responsibility


The obligations and responsibilities
of Party A and the Target Company to Part B are joint liability under this Agreement.


Article 2 Subscription Price


		2.1	Subject to applicable PRC laws, Party B has the right to purchases all or part of the equity interests
or assets of the Target Company held by Party A at any time, either at its own discretion or through its designated person, at
the lowest price (the “exercise price”) permitted by the then-current Chinese law.



Article 3 Representation and Warranty


3.1       Representations
and Warranties




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Each of the party represents and
warrants to the other party that:


		(1)	It has all requisite power, capability and authority to execute this Agreement and perform its
obligations and liabilities under this agreement. This Agreement constitutes the legally valid and binding obligation to the party
and is enforceable against the party in accordance with its terms upon execution.



		(2)	The execution, delivery or performance of this Agreement will not (i) lead to violation of any
law of the PRC; (ii) conflict with the by-law or other constitutional documents; (iii) lead to breach of or default under any contract
or document to which it is a party or which has binding force upon it; (iv) lead to breach of any conditions on the basis of which
any permit or approval is issued to any party hereto and (or) maintenance thereof.



		(3)	The information provided by itself or its agents, employees or representatives to the other party
is true, complete, accurate and no misleading in all material respect.



3.2       Additional
Representations and Warranties of the Target Company and Party A


The Target Company and Party A
provide to Party B the following additional representations and warranties:


		(1)	Party A has good and sellable title to its equity in the Target Company, except for the pledges
stipulated under the <Equity Pledge Agreement> signed by the parties on the same day with the agreement, and there is no
other right burden on it.



		(2)	The
Target Company has good and sellable ownership of all its assets and there is no any security interest or other rights burden on
such assets.



		(3)	The Target Company complies with all applicable laws and regulations (including but not limited
to the laws and regulations applicable to asset acquisition)



		(4)	There
are no pending or potential litigation, arbitration or administrative proceedings relating to the Target Company or its equity
or assets.



		(5)	After Party B or its designated person exercises the purchase option under this Agreement to obtain
the underlying equity or assets, the Target Company and Part A will not take any detriment action to the validity or any interests
of the equity or assets, or the validity of the act of transferring the equity or assets.



Article 4 Other Provisions


4.1       Prohibition
of the Target Company


Before Party B or its nominated
person excises the purchase option to acquire the entire equity or assets of the Target Company, without Party B’s prior
written consent, the Target Company is prohibited to:




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		(1)	Sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in any asset,
business or income, or allow any other security interest to be set up on it;



		(2)	Enter into the transactions that will materially affect its assets, liabilities, operations, equity
and other legal rights;



		(3)	Occur, inherit, guarantee or allow to have any debt, except for the debt which is (i) incurred
in the ordinary course of business other than the debt arising from the borrowing; and(ii)disclosed to Party B and approved by
Party B in writing;



		(4)	Sign any contract involving any obligation(whether there is an obligation or not) or single payment
exceeding RMB 100 thousand per year or accumulatively exceeding RMB 500 thousand, or be bound by such contract (a series of related
contracts shall be deemed as one contract and the amount involved in the series of contracts should be calculated cumulatively);



		(5)	Provide loans or credit to anyone;



		(6)	Merge or associate with anyone or acquire or invest in anyone;



		(7)	Enter into any agreement or arrangement with any of its affiliates, except for an agreement or
arrangement with Party B signed on the same date as this Agreement; or



		(8)	Distribute dividends to shareholders in any form.



4.2       Prohibition
of the Target Company and Party A


Before B or its designated person
exercises the purchase option to acquire the entire equity or assets of the Target Company without the prior written consent of
Party B, the Target Company, Party A shall not jointly or unilaterally conduct the following actions:


		(1)	Sell, transfer, mortgage or otherwise dispose of the Target Company’s equity/assets or allow
any equity burden on it, except for pledges made under the <Equity Pledges Agreement> signed by the parties on the same day
as this Agreement;



		(2)	Add, change or modify the Articles of Associations of the Target Company in any way, and such supplements,
changes or modifications will materially affect the Target Company’s assets, liabilities, operations, equity and other legal
rights;



		(3)	Appoint, revoke or replace any director, supervisor or manager of the Target Company;



		(4)	Increase or decrease the registered capital of the Target Company or change its shareholding structure
in any other way;





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		(5)	Promote the Target Company to enter into transactions that will materially affect its assets, liabilities,
operations, equity and other legal rights; or



		(6)	Procure the shareholders meeting of the Target Company to pass resolution regarding dividend distribution.



4.3       Actions
of the Target Company and Party A


Before Party B or its designated
person exercises the purchase option to acquire the entire equity or assets of the Target Company, the Target Company and Party
A shall:


		(1)	Maintain the existing of the Target Company in accordance with good financial and commercial standards;
practice and operate its business cautiously and effectively;



		(2)	Operate all the business of the Target Company in the ordinary course of business in order to maintain
the asset value of the Target Company and perform no action /inaction which may affect its operating status or asset value;



		(3)	At the request of Party B, provide all information regarding operation and financial status of
the Target Company;



		(4)	Notify B promptly of litigation, arbitration or administrative procedures that have occurred or
may occur in connection with the Target Company or its equity or assets;



		(5)	Purchase insurance from the insurance company accepted by Party B and maintain the insurance at
all times, and the amount and type of insurance to be maintained shall be the same as the amount and type of insurance usually
adopted by the company operating similar businesses or having similar assets or assets in the same region;



		(6)	In
order to maintain ownership of entire assets of the Target Company, sign all necessary and appropriate documents; take all necessary
and appropriate actions and make all necessary and appropriate charge and appropriate defenses against all claims;



		(7)	Distribute all the distributable profits of the Target Company to its shareholders immediately
upon the request of Party B; and



		(8)	Appoint
any person designated by Party B as the director of the Target Company upon the request of Party B.



Article 5 Compensation


		5.1	If any of the representations or warranties made by any party under Article 3 become untrue or
inaccurate, the relevant party shall promptly notify other party in writing and shall provide remedies according to reasonable
requests made by the other party. Each





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party agrees to indemnify any
other party the debts, obligations, compensation, fines, awards, litigation, cost, expenses and disbursements which are arising
from or relating to any untruthfulness or inaccuracy in the representations and warranties made under Article 3 or because of any
breach of agreement or provision under this Agreement.


Article 6Confidentiality


6.1       General
Obligation


Within 5 years after the expiration
of this Agreement and after termination of this Agreement for any reason, without prior consent of the parties, either party shall
be responsible for any oral or written information obtained by this Agreement and any other party from the other party in performing
this Agreement (the “Confidential Information”) is confidential and may not disclose any Confidential Information to
any other person.


6.2       Disclosure
to the Recipient


In order to achieve the purpose
of this Agreement, both parties may disclose the Confidential Information to its directors, officers, managers, partners, employees
and legal, financial and professional advisors (collectively referred to as the “Recipients”) on a need-to-know basis.


6.3       Obligations
of the Recipients


The parties shall ensure that
their respective Recipients are aware of and comply with all their confidentiality obligations under this Agreement, as if the
recipient were a party to this Agreement.


6.4       Exceptions


The Clause 6.1 shall not apply
to:


		(1)	The Confidential Information which is already in the public domain or comes into the public domain
otherwise than by a breach of any obligation of confidentiality; or which



		(2)	Disclosures by either party in accordance with the requirements of any applicable law, regulation,
any regulatory department or any applicable rules of any stock exchange, but such disclosure is limited to the scope of such regulations
or requirements and is feasible under the circumstances, other party should be given the opportunity to review the contents of
the disclosure and provide comments on the disclosure before disclosure;



		(3)	Disclosures
by any party pursuant to any governmental regulation or judicial or regulatory process or in any judicial, regulatory or
arbitral proceedings in any legal proceedings, proceedings or proceedings arising out of or in connection with this
Agreement, but relevant disclosures are limited to the scope of these requirements or procedural requirements, and where
feasible, other party are given the opportunity to review
the disclosure and provide comments on the disclosure before disclosure.





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Article 7 Term and Termination


7.1       Term


This Agreement shall come into
force after execution by the authorized representatives of both parties on the date first written above. This Agreement shall be
valid for ten (10) years unless Party B terminates it early in accordance with the provisions of Article 7.2, or both parties agree
in writing to terminate it ahead of schedule. Unless Party B notify Party A in writing thirty (30) days in advance that the Agreement
will not be renewed, the term of this Agreement shall be automatically renewed for one (1) year at the expiration date of the validity
term, and so on.


7.2       Termination


The Target Company and Party A
shall not terminate this Agreement in any circumstance for any reason. Party B may at its own discretion terminate the agreement
upon a one-month prior written notice.


		(1)	Any party does not comply with any obligations, stipulations and conditions in this Agreement,
and the party does not correct such breach within ten (10) days after Party B sends a written notice to Party A; and



		(2)	The Target Company suspends its business, loses the ability to repay the debts, becomes bankruptcy
or the object of liquidation or dissolution procedures, is not able to repay the debts due and payable or dissolved according to
laws.



7.3       Action
after Termination


The other party is not entitled
to claim any right to the pledgee for any loss (including loss of business or profits) suffered by the termination of this Agreement
for any reason. Termination of this Agreement does not infringe any rights or remedies of any party prior to termination and does
not affect the performance by any party of any of its obligations prior to the termination of this Agreement.


7.4       Continue
to be Effective


The Article 5, 6, Clause 7.3-7.4,
Article 8, Clause 9.1-9.3 and Clause 9.8-9.9 shall remain valid after the termination of this Agreement.


Article 8Notice


		8.1	Unless there is a written notice to change the address specified in the preamble of this agreement,
any notices by the Parties hereunder shall be sent by hand delivery, facsimile, registered mail to the addresses. If the notice
is sent by registered mail, the receipt date recorded on the mail receipt shall be deemed as the service date. If it is delivered
by hand





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or by fax, the date of delivery
shall be deemed as the service day. If it is delivered by fax, the original should be sent to the above address by registered mail
or delivered by hand immediately after the facsimile notice is served.


Article 9Miscellaneous Provisions


9.1       Governing
Law


The signing, interpretation, performance
and termination of this Agreement, shall be governed by and interpreted in accordance with the laws of the People’s Republic
of China.


9.2       Resolution
of Disputes


Any dispute arising out of the
interpretation and performance of any terms of this Agreement shall be settled by the parties through bona fide negotiation. Should
the parties cannot reach an agreement to resolve the dispute with 30 days after a party submits the request of dispute negotiation,
either party has the right to submit the dispute to Xiamen Arbitration Committee, where 3 arbitrators will settle the dispute according
the arbitration rules of the Committee that are in force at that time. The arbitration language is Chinese. The award shall be
final and binding on all parties. The arbitration fees shall be borne by the losing party unless otherwise specified by the arbitration
tribunal.


9.3       Severability


In the event that any provisions
hereof shall be found invalid, illegal or unenforceable due to inconformity with relevant laws, such provisions shall be invalid
or unenforceable only within the relevant jurisdiction and of no prejudice to the remaining provisions. The Parties shall, through
consultation in good faith, revise as far as permitted by law and in a manner most approximate to the original intention of the
parties, such invalid and unenforceable provisions to the extent to which the provisions are lawful, valid and enforceable, and
such revised provisions shall be, as far as possible, of same financial efficacy with those provisions that are invalid, unlawful
or unenforceable.


9.4       Waiver


Any failure of any party to exercise
or timely exercise any right, power or remedy under this Agreement shall not be deemed as a waiver, and any exercise of the relevant
rights, power or remedy at any one time will not prevent the further exercise of such rights, power or remedy or exercise any other
right, power or remedy. Without limiting the foregoing, any party waving any other party’s violation of any provisions of
this Agreement shall not be deemed to have waived any later violation of this provision or any other provision of this Agreement.


9.5       Transfer
Restoration




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This Agreement is binding on all
parties and their successors and approved transferees. After informing other party in advance, Party B may transfer its rights
and obligations under this Agreement to any person it designates. The other party cannot transfer any of their rights and obligations
without Party B’s prior written consent.


9.6       Integrity
of this Agreement


The agreement constitutes the
full and entire understanding and agreement between the parties with respect to the subject matter hereof and replaces all oral
and/or written agreement, understanding and arrangements of the parties prior to the conclusion of this Agreement.


9.7       Amendment


Any amendments and supplement
to this Agreement shall be made in writing by the parties. Any modification or supplement to this Agreement duly executed by the
parties constitutes an integral part of this Agreement and shall have the same legal validity as this Agreement.


9.8       Titles


The titles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


9.9       Copies


This Agreement may be executed
in one or more counterparts and all of which together shall constitute the same one instrument with equal legal validity.


(The following is signature page without
content of agreement)




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In witness whereof,
both parties have caused this Agreement to be executed by their respective authorized representatives on the date first above written.


 


	Party A	Party B
	 	 
	(Name Seal)	(Common Seal)
	 	 
	Signature: /s/ Xiaodong Chen	Signature (Authorized Representative): /s/ Xiamen Duwei Consulting Management Co., Ltd.


 


 


Target Company


 


(Common Seal)


 


Signature (Authorized Representative):
/s/ Fujian Blue Hat Interactive Entertainment Technology Ltd.




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Call Option Agreement


Between


Fujian Blue Hat Interactive Entertainment
Technology Ltd.


And


Xiamen Duwei Consulting Management
Co., Ltd.


November 13, 2018


 




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Call Option Agreement


Party A: Shaohong CHEN


ID Number: 35010219610308002X


Address: Unit 1106,
No.11, Mi Shu Heng Lane, Gulou District, Fuzhou, Fujian Province


Party B: Xiamen Duwei Consulting
Management Co., Ltd.


Legal representative: Xiaodong
CHEN


Address: Room A-2, Unit 3, Floor
8, Building D, Xiamen International Shipping Center, No.97 Xiangyu Road, Administration of Xiamen Area of China (Fujian) Pilot
Free Trade Zone


Target Company: Fujian Blue Hat Interactive
Entertainment Technology Ltd. (the “Target Company”)


Legal Representative: Xiaodong
CHEN


Address: Room 402, Floor 4, Industrial
Design Center, Cross-Strait Longshan Culture Creative Industry Park, No.84, South Longshan Road, Siming District, Xiamen


Whereas:


		(1)	The Target Company is a company limited by shares incorporated lawfully and existing validly within
the territory of the People’s Republic of China, and Party A holds 27.31% shares as a shareholder of the Target Company.



		(2)	Party B is a wholly foreign-owned enterprise incorporated lawfully and existing validly in accordance
with the laws of the People’s Republic of China and provides technical support, strategic consulting and other related services
to the Target Company as an important partner of the Target Company.



		(3)	Party A and the Target Company intend to grant the Part B, the exclusive option to purchase all
or part of the shares and the assets (including all forms of tangible and intangible assets) of the Target Company held by Party
A, either by Party B itself or through its designated person.



Now therefore, through mutual consultation,
the parties have reached the following agreements:


Article 1 Grant and Exercise of
Call Option


1.1       Granting
Purchase Option


According to the requirements
of Chinese laws and the provisions of this Agreement, the parties agree that Party B own the exclusive right to choose at any time
to purchase all or part of shares or assets of the Target Company held by Party A through Party B itself or




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its designated person (herein
after referred to as “Purchase Options”) The purchase options may be exercised by Party B or the person designated
by Party B which is irrevocable during the term of this Agreement. Party A agrees that any third party except for Party B shall
not own purchase options to the shares or assets of the Target Company or other rights related to the Target Company.


1.2       Exercise
of Option


Based on the requirements of Chinese
law, Party B or its nominated person may send a written notice to Party A and/or the Target Company (as the case may be) (hereinafter
referred to as the “Notice of Exercise”) and specify that it will purchase the shares or the shares of the assets
purchased from the Target Company (hereinafter referred to as the “Purchased Shares/Assets”) and the way of
purchase, the purchase options are excised. Party B or its designee may independently decide when, how and how often to exercise
the option.


1.3       Effect
of Notice of Exercise


Within thirty (30) days from receipt
of the notice of execution, Party A and/or the Target Company (as the case may be) shall sign the Equity/Asset Transfer Contract
and other documents (the “Transfer Documents”) for the transfer with Party B or its nominated person. And Party
A irrevocably waived its right of first refusal to purchase all the other shares sold by the other party to Party B.


1.4       Registration


After the transfer documents are
signed, Party A and/or the Target Company must unconditionally cooperate with Party B to handle any necessary matters related with
transfer including approvals, permits, registrations, filings, etc. Party A shall transfer without any security interests the effective
ownership of purchased equity/asset to Party B or its designated person who become the registered owner of the purchased equity/asset.


1.5       Joint
Responsibility


The obligations and responsibilities
of Party A and the Target Company to Part B are joint liability under this Agreement.


Article 2 Subscription Price


		2.1	Subject to applicable PRC laws, Party B has the right to purchases all or part of the equity interests
or assets of the Target Company held by Party A at any time, either at its own discretion or through its designated person, at
the lowest price (the “exercise price”) permitted by the then-current Chinese law.





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Article 3 Representation and Warranty


3.1       Representations
and Warranties


Each of the party represents and
warrants to the other party that:


		(1)	It has all requisite power, capability and authority to execute this Agreement and perform its
obligations and liabilities under this agreement. This Agreement constitutes the legally valid and binding obligation to the party
and is enforceable against the party in accordance with its terms upon execution.



		(2)	The execution, delivery or performance of this Agreement will not (i) lead to violation of any
law of the PRC; (ii) conflict with the by-law or other constitutional documents; (iii) lead to breach of or default under any contract
or document to which it is a party or which has binding force upon it; (iv) lead to breach of any conditions on the basis of which
any permit or approval is issued to any party hereto and (or) maintenance thereof.



		(3)	The information provided by itself or its agents, employees or representatives to the other party
is true, complete, accurate and no misleading in all material respect.



3.2       Additional
Representations and Warranties of the Target Company and Party A


The Target Company and Party A
provide to Party B the following additional representations and warranties:


		(1)	Party A has good and sellable title to its equity in the Target Company, except for the pledges
stipulated under the <Equity Pledge Agreement> signed by the parties on the same day with the agreement, and there is no
other right burden on it.



		(2)	The
Target Company has good and sellable ownership of all its assets and there is no any security interest or other rights burden on
such assets.



		(3)	The Target Company complies with all applicable laws and regulations (including but not limited
to the laws and regulations applicable to asset acquisition)



		(4)	There
are no pending or potential litigation, arbitration or administrative proceedings relating to the Target Company or its equity
or assets.



		(5)	After Party B or its designated person exercises the purchase option under this Agreement to obtain
the underlying equity or assets, the Target Company and Part A will not take any detriment action to the validity or any interests
of the equity or assets, or the validity of the act of transferring the equity or assets.





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Article 4 Other Provisions


4.1       Prohibition
of the Target Company


Before Party B or its nominated
person excises the purchase option to acquire the entire equity or assets of the Target Company, without Party B’s prior
written consent, the Target Company is prohibited to:


		(1)	Sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in any asset,
business or income, or allow any other security interest to be set up on it;



		(2)	Enter into the transactions that will materially affect its assets, liabilities, operations, equity
and other legal rights;



		(3)	Occur, inherit, guarantee or allow to have any debt, except for the debt which is (i) incurred
in the ordinary course of business other than the debt arising from the borrowing; and(ii)disclosed to Party B and approved by
Party B in writing;



		(4)	Sign any contract involving any obligation(whether there is an obligation or not) or single payment
exceeding RMB 100 thousand per year or accumulatively exceeding RMB 500 thousand, or be bound by such contract (a series of related
contracts shall be deemed as one contract and the amount involved in the series of contracts should be calculated cumulatively);



		(5)	Provide loans or credit to anyone;



		(6)	Merge or associate with anyone or acquire or invest in anyone;



		(7)	Enter into any agreement or arrangement with any of its affiliates, except for an agreement or
arrangement with Party B signed on the same date as this Agreement; or



		(8)	Distribute dividends to shareholders in any form.



4.2       Prohibition
of the Target Company and Party A


Before B or its designated person
exercises the purchase option to acquire the entire equity or assets of the Target Company without the prior written consent of
Party B, the Target Company, Party A shall not jointly or unilaterally conduct the following actions:


		(1)	Sell, transfer, mortgage or otherwise dispose of the Target Company’s equity/assets or allow
any equity burden on it, except for pledges made under the <Equity Pledges Agreement> signed by the parties on the same day
as this Agreement;





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		(2)	Add, change or modify the Articles of Associations of the Target Company in any way, and such supplements,
changes or modifications will materially affect the Target Company’s assets, liabilities, operations, equity and other legal
rights;



		(3)	Appoint, revoke or replace any director, supervisor or manager of the Target Company;



		(4)	Increase or decrease the registered capital of the Target Company or change its shareholding structure
in any other way;



		(5)	Promote the Target Company to enter into transactions that will materially affect its assets, liabilities,
operations, equity and other legal rights; or



		(6)	Procure the shareholders meeting of the Target Company to pass resolution regarding dividend distribution.



4.3       Actions
of the Target Company and Party A


Before Party B or its designated
person exercises the purchase option to acquire the entire equity or assets of the Target Company, the Target Company and Party
A shall:


		(1)	Maintain the existing of the Target Company in accordance with good financial and commercial standards;
practice and operate its business cautiously and effectively;



		(2)	Operate all the business of the Target Company in the ordinary course of business in order to maintain
the asset value of the Target Company and perform no action /inaction which may affect its operating status or asset value;



		(3)	At the request of Party B, provide all information regarding operation and financial status of
the Target Company;



		(4)	Notify B promptly of litigation, arbitration or administrative procedures that have occurred or
may occur in connection with the Target Company or its equity or assets;



		(5)	Purchase insurance from the insurance company accepted by Party B and maintain the insurance at
all times, and the amount and type of insurance to be maintained shall be the same as the amount and type of insurance usually
adopted by the company operating similar businesses or having similar assets or assets in the same region;



		(6)	In
order to maintain ownership of entire assets of the Target Company, sign all necessary and appropriate documents; take all necessary
and appropriate actions and make all necessary and appropriate charge and appropriate defenses against all claims;





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		(7)	Distribute all the distributable profits of the Target Company to its shareholders immediately
upon the request of Party B; and



		(8)	Appoint
any person designated by Party B as the director of the Target Company upon the request of Party B.



Article 5 Compensation


		5.1	If any of the representations or warranties made by any party under Article 3 become untrue or
inaccurate, the relevant party shall promptly notify other party in writing and shall provide remedies according to reasonable
requests made by the other party. Each party agrees to indemnify any other party the debts, obligations, compensation, fines, awards,
litigation, cost, expenses and disbursements which are arising from or relating to any untruthfulness or inaccuracy in the representations
and warranties made under Article 3 or because of any breach of agreement or provision under this Agreement.



Article 6Confidentiality


6.1       General
Obligation


Within 5 years after the expiration
of this Agreement and after termination of this Agreement for any reason, without prior consent of the parties, either party shall
be responsible for any oral or written information obtained by this Agreement and any other party from the other party in performing
this Agreement (the “Confidential Information”) is confidential and may not disclose any Confidential Information to
any other person.


6.2       Disclosure
to the Recipient


In order to achieve the purpose
of this Agreement, both parties may disclose the Confidential Information to its directors, officers, managers, partners, employees
and legal, financial and professional advisors (collectively referred to as the “Recipients”) on a need-to-know basis.


6.3       Obligations
of the Recipients


The parties shall ensure that
their respective Recipients are aware of and comply with all their confidentiality obligations under this Agreement, as if the
recipient were a party to this Agreement.


6.4       Exceptions


The Clause 6.1 shall not apply
to:


		(1)	The Confidential Information which is already in the public domain or comes into the public domain
otherwise than by a breach of any obligation of confidentiality; or which





    	18 



    	 



    

		(2)	Disclosures by either party in accordance with the requirements of any applicable law, regulation,
any regulatory department or any applicable rules of any stock exchange, but such disclosure is limited to the scope of such regulations
or requirements and is feasible under the circumstances, other party should be given the opportunity to review the contents of
the disclosure and provide comments on the disclosure before disclosure;



		(3)	Disclosures by any party pursuant to any governmental regulation or judicial or regulatory process or in any judicial,
regulatory or arbitral proceedings in any legal proceedings, proceedings or proceedings arising out of or in connection with
this Agreement, but relevant disclosures are limited to the scope of these requirements or procedural requirements, and where
feasible, other party are given the opportunity to review the disclosure and provide comments on the disclosure before
disclosure.



Article 7 Term and Termination


7.1       Term


This Agreement shall come into
force after execution by the authorized representatives of both parties on the date first written above. This Agreement shall be
valid for ten (10) years unless Party B terminates it early in accordance with the provisions of Article 7.2, or both parties agree
in writing to terminate it ahead of schedule. Unless Party B notify Party A in writing thirty (30) days in advance that the Agreement
will not be renewed, the term of this Agreement shall be automatically renewed for one (1) year at the expiration date of the validity
term, and so on.


7.2       Termination


The Target Company and Party A
shall not terminate this Agreement in any circumstance for any reason. Party B may at its own discretion terminate the agreement
upon a one-month prior written notice.


		(1)	Any party does not comply with any obligations, stipulations and conditions in this Agreement,
and the party does not correct such breach within ten (10) days after Party B sends a written notice to Party A; and



		(2)	The Target Company suspends its business, loses the ability to repay the debts, becomes bankruptcy
or the object of liquidation or dissolution procedures, is not able to repay the debts due and payable or dissolved according to
laws.



7.3       Action
after Termination


The other party is not entitled
to claim any right to the pledgee for any loss (including loss of business or profits) suffered by the termination of this Agreement
for any reason. Termination of this Agreement does not infringe any rights or remedies of any party prior to termination and does
not affect the performance by any party of any of its obligations prior to the termination of this Agreement.




    	19 



    	 



    

7.4       Continue
to be Effective


The Article 5, 6, Clause 7.3-7.4,
Article 8, Clause 9.1-9.3 and Clause 9.8-9.9 shall remain valid after the termination of this Agreement.


Article 8Notice


		8.1	Unless there is a written notice to change the address specified in the preamble of this agreement,
any notices by the Parties hereunder shall be sent by hand delivery, facsimile, registered mail to the addresses. If the notice
is sent by registered mail, the receipt date recorded on the mail receipt shall be deemed as the service date. If it is delivered
by hand or by fax, the date of delivery shall be deemed as the service day. If it is delivered by fax, the original should be sent
to the above address by registered mail or delivered by hand immediately after the facsimile notice is served.



Article 9Miscellaneous Provisions


9.1       Governing
Law


The signing, interpretation, performance
and termination of this Agreement, shall be governed by and interpreted in accordance with the laws of the People’s Republic
of China.


9.2       Resolution
of Disputes


Any dispute arising out of the
interpretation and performance of any terms of this Agreement shall be settled by the parties through bona fide negotiation. Should
the parties cannot reach an agreement to resolve the dispute with 30 days after a party submits the request of dispute negotiation,
either party has the right to submit the dispute to Xiamen Arbitration Committee, where 3 arbitrators will settle the dispute according
the arbitration rules of the Committee that are in force at that time. The arbitration language is Chinese. The award shall be
final and binding on all parties. The arbitration fees shall be borne by the losing party unless otherwise specified by the arbitration
tribunal.


9.3       Severability


In the event that any provisions
hereof shall be found invalid, illegal or unenforceable due to inconformity with relevant laws, such provisions shall be invalid
or unenforceable only within the relevant jurisdiction and of no prejudice to the remaining provisions. The Parties shall, through
consultation in good faith, revise as far as permitted by law and in a manner most approximate to the original intention of the
parties, such invalid and unenforceable provisions to the extent to which the provisions are lawful, valid and enforceable, and
such revised provisions shall be, as far as possible, of same financial efficacy with those provisions that are invalid, unlawful
or unenforceable.




    	20 



    	 



    

9.4       Waiver


Any failure of any party to exercise
or timely exercise any right, power or remedy under this Agreement shall not be deemed as a waiver, and any exercise of the relevant
rights, power or remedy at any one time will not prevent the further exercise of such rights, power or remedy or exercise any other
right, power or remedy. Without limiting the foregoing, any party waving any other party’s violation of any provisions of
this Agreement shall not be deemed to have waived any later violation of this provision or any other provision of this Agreement.


9.5       Transfer
Restoration


This Agreement is binding on all
parties and their successors and approved transferees. After informing other party in advance, Party B may transfer its rights
and obligations under this Agreement to any person it designates. The other party cannot transfer any of their rights and obligations
without Party B’s prior written consent.


9.6       Integrity
of this Agreement


The agreement constitutes the
full and entire understanding and agreement between the parties with respect to the subject matter hereof and replaces all oral
and/or written agreement, understanding and arrangements of the parties prior to the conclusion of this Agreement.


9.7       Amendment


Any amendments and supplement
to this Agreement shall be made in writing by the parties. Any modification or supplement to this Agreement duly executed by the
parties constitutes an integral part of this Agreement and shall have the same legal validity as this Agreement.


9.8      Titles


The titles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


9.9       Copies


This Agreement may be executed
in one or more counterparts and all of which together shall constitute the same one instrument with equal legal validity.


(The following is signature page without
content of agreement)




    	21 



    	 



    

In witness whereof,
both parties have caused this Agreement to be executed by their respective authorized representatives on the date first above written.


 


	Party A	Party B
	 	 
	(Name Seal)	(Common Seal)
	 	 
	Signature: /s/ Shaohong Chen	Signature (Authorized Representative): /s/ Xiamen Duwei Consulting Management Co., Ltd.


 


 


Target Company


 


(Common Seal)


 


Signature (Authorized Representative):
/s/ Fujian Blue Hat Interactive Entertainment Technology Ltd.




    	22 



    	 



    

Call Option Agreement


Between


Fujian Blue Hat Interactive Entertainment
Technology Ltd.


And


Xiamen Duwei Consulting Management
Co., Ltd.


November 13, 2018


 




    	23 



    	 



    

Call Option Agreement


Party A: Weiling ZHANG


Identification Number: 410121197307080523


Address: Unit 1#1005, No.563 Tian
He Lane, Tianhe District, Guangzhou, Guangdong Province


Party B: Xiamen Duwei Consulting
Management Co., Ltd.


Legal representative: Xiaodong
CHEN


Address: Room A-2, Unit 3, Floor
8, Building D, Xiamen International Shipping Center, No.97 Xiangyu Road, Administration of Xiamen Area of China (Fujian) Pilot
Free Trade Zone


Target Company: Fujian Blue Hat Interactive
Entertainment Technology Ltd. (the "Target Company")


Legal Representative: Xiaodong
CHEN


Address: Room 402, Floor 4, Industrial
Design Center, Cross-Strait Longshan Culture Creative Industry Park, No.84, South Longshan Road, Siming District, Xiamen


Whereas:


		(1)	The Target Company is a company limited by shares incorporated lawfully and existing validly within the territory of the People's
Republic of China, and Party A holds 2.48% shares as a shareholder
of the Target Company.



		(2)	Party B is a wholly foreign-owned enterprise incorporated lawfully and existing validly in accordance with the laws of the
People's Republic of China and provides technical support, strategic consulting and other related services to the Target Company
as an important partner of the Target Company.



		(3)	Party A and the Target Company intend to grant the Part B, the exclusive option to purchase all or part of the shares and the
assets (including all forms of tangible and intangible assets) of the Target Company held by Party A, either by Party B itself
or through its designated person.



Now therefore, through mutual
consultation, the parties have reached the following agreements:


Article
1Grant and Exercise of Call Option




    	24 



    	 



    

		1.1	Granting Purchase option



According to the requirements
of Chinese laws and the provisions of this Agreement, the parties agree that Party B own the exclusive right to choose at any time
to purchase all or part of shares or assets of the Target Company held by Party A through Party B itself or its designated person
(herein after referred to as "Purchase Options") The purchase options may be exercised by Party B or the person
designated by Party B which is irrevocable during the term of this Agreement. Party A agrees that any third party except for Party
B shall not own purchase options to the shares or assets of the Target Company or other rights related to the Target Company.


		1.2	Exercise of Option



Based on the requirements of Chinese
law, Party B or its nominated person may send a written notice to Party A and/or the Target Company (as the case may be) (hereinafter
referred to as the "Notice of Exercise") and specify that it will purchase the shares or the shares of the assets
purchased from the Target Company (hereinafter referred to as the "Purchased Shares/Assets") and the way of purchase,
the purchase options are excised. Party B or its designee may independently decide when, how and how often to exercise the option.


		1.3	Effect of Notice of Exercise



Within thirty (30) days from receipt
of the notice of execution, Party A and/or the Target Company (as the case may be) shall sign the Equity/Asset Transfer Contract
and other documents (the "Transfer Documents") for the transfer with Party B or its nominated person. And Party
A irrevocably waived its right of first refusal to purchase all the other shares sold by the other party to Party B.


		1.4	Registration



After the transfer documents are
signed, Party A and/or the Target Company must unconditionally cooperate with Party B to handle any necessary matters related with
transfer including approvals, permits, registrations, filings, etc. Party A shall transfer without any security interests the effective
ownership of purchased equity/asset to Party B or its designated person who become the registered owner of the purchased equity/asset.


		1.5	Joint Responsibility



The obligations and responsibilities
of Party A and the Target Company to Part B are joint liability under this Agreement.


Article
2Subscription Price


		2.1	Subject to applicable PRC laws, Party B has the right to purchases all or part of the equity interests or assets of the Target
Company held by Party A at any time, either at its





    	25 



    	 



    

own discretion or through its designated person,
at the lowest price (the "exercise price") permitted by the then-current
Chinese law.


Article
3Representation and Warranty


		3.1	Representations and Warranties



Each of the party represents and
warrants to the other party that:


		(1)	It has all requisite power, capability and authority to execute this Agreement and perform its obligations and liabilities
under this agreement. This Agreement constitutes the legally valid and binding obligation to the party and is enforceable against
the party in accordance with its terms upon execution.



		(2)	The execution, delivery or performance of this Agreement will not (i) lead to violation of any law of the PRC; (ii) conflict
with the by-law or other constitutional documents; (iii) lead to breach of or default under any contract or document to which it
is a party or which has binding force upon it; (iv) lead to breach of any conditions on the basis of which any permit or approval
is issued to any party hereto and (or) maintenance thereof.



		(3)	The information provided by itself or its agents, employees or representatives to the other party is true, complete, accurate
and no misleading in all material respect·



		3.2	Additional Representations and Warranties of the Target Company and Party A



The Target Company and Party A
provide to Party B the following additional representations and warranties:


		(1)	Party A has good and sellable title to its equity in the Target Company, except for the pledges stipulated under the <Equity
Pledge Agreement> signed by the parties on the same day with the agreement, and there is no other right burden on it.



		(2)	The Target Company has good and sellable ownership of all its assets and there is no any security interest or other rights
burden on such assets.



		(3)	The Target Company complies with all applicable laws and regulations (including but not limited to the laws and regulations
applicable to asset acquisition)



		(4)	There are no pending or potential litigation, arbitration or administrative proceedings relating to the Target Company or its
equity or assets.





    	26 



    	 



    

		(5)	After Party B or its designated person exercises the purchase option under this Agreement to obtain the underlying equity or
assets, the Target Company and Part A will not take any detriment action to the validity or any interests of the equity or assets,
or the validity of the act of transferring the equity or assets.



Article
4Other Provisions


		4.1	Prohibition of the Target Company



Before Party B or its nominated
person excises the purchase option to acquire the entire equity or assets of the Target Company, without Party B's prior written
consent, the Target Company is prohibited to:


		(1)	Sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in any asset, business or income, or allow
any other security interest to be set up on it;



		(2)	Enter into the transactions that will materially affect its assets, liabilities, operations, equity and other legal rights;



		(3)	Occur, inherit, guarantee or allow to have any debt, except for the debt which is (i) incurred in the ordinary course of business
other than the debt arising from the borrowing; and (ii) disclosed to Party B and approved by Party B in writing;



		(4)	Sign any contract involving any obligation (whether there is an obligation or not) or single payment exceeding RMB 100 thousand
per year or accumulatively exceeding RMB 500 thousand, or be bound by such contract (a series of related contracts shall be deemed
as one contract and the amount involved in the series of contracts should be calculated cumulatively);



		(5)	Provide loans or credit to anyone;



		(6)	Merge or associate with anyone or acquire or invest in anyone;



		(7)	Enter into any agreement or arrangement with any of its affiliates, except for an agreement or arrangement with Party B signed
on the same date as this Agreement; or



		(8)	Distribute dividends to shareholders in any form.





    	27 



    	 



    

		4.2	Prohibition of the Target Company and Party A



Before B or its designated person
exercises the purchase option to acquire the entire equity or assets of the Target Company, without the prior written consent of
Party B, the Target Company, Party A shall not jointly or unilaterally conduct the following actions:


		(1)	Sell, transfer, mortgage or otherwise dispose of the Target Company's equity/assets or allow any equity burden on it, except
for pledges made under the<Equity Pledges Agreement>signed by the parties on the same day as this Agreement;



		(2)	Add, change or modify the Articles of Associations of the Target Company in any way, and such supplements, changes or modifications
will materially affect the Target Company’s assets, liabilities, operations, equity and other legal rights;



		(3)	Appoint, revoke or replace any director, supervisor or manager of the Target Company;



		(4)	Increase or decrease the registered capital of the Target Company or change its shareholding structure in any other way;



		(5)	Promote the Target Company to enter into transactions that will materially affect its assets, liabilities, operations, equity
and other legal rights; or



		(6)	Procure the shareholders meeting of the Target Company to pass resolution regarding dividend distribution.



		4.3	Actions of the Target Company and Party A



Before Party B or its designated
person exercises the purchase option to acquire the entire equity or assets of the Target Company, the Target Company and Party
A shall:


		(1)	Maintain the existing of the Target Company in accordance with good financial and commercial standards; practice and operate
its business cautiously and effectively;



		(2)	Operate all the business of the Target Company in the ordinary course of business in order to maintain the asset value of the
Target Company and perform no action /inaction which may affect its operating status or asset value;



		(3)	At the request of Party B, provide all information regarding operation and financial status of the Target Company;





    	28 



    	 



    

		(4)	Notify B promptly of litigation, arbitration or administrative procedures that have occurred or may occur in connection with
the Target Company or its equity or assets;



		(5)	Purchase insurance from the insurance company accepted by Party B and maintain the insurance at all times, and the amount and
type of insurance to be maintained shall be the same as the amount and type of insurance usually adopted by the company operating
similar businesses or having similar assets or assets in the same region;



		(6)	In order to maintain ownership of entire assets of the Target Company, sign all necessary and appropriate documents; take all
necessary and appropriate actions and make all necessary and appropriate charge and appropriate defenses against all claims;



		(7)	Distribute all the distributable profits of the Target Company to its shareholders immediately upon the request of Party B;
and



		(8)	Appoint any person designated by Party B as the director of the Target Company upon the request of Party B.



Article
5Compensation


		5.1	If any of the representations or warranties made by any party under Article 3 become untrue or inaccurate, the relevant party
shall promptly notify other party in writing and shall provide remedies according to reasonable requests made by the other party.
Each party agrees to indemnify any other party the debts, obligations, compensation, fines, awards, litigation, cost, expenses
and disbursements which are arising from or relating to any untruthfulness or inaccuracy in the representations and warranties
made under Article 3 or because of any breach of agreement or provision under this Agreement.



Article
6Confidentiality


		6.1	General Obligation



Within 5 years after the expiration
of this Agreement and after termination of this Agreement for any reason, without prior consent of the parties, either party shall
be responsible for any oral or written information obtained by this Agreement and any other party from the other party in performing
this Agreement (the "Confidential Information") is confidential and may not disclose any Confidential Information
to any other person.




    	29 



    	 



    

		6.2	Disclosure to the Recipient



In order to achieve the purpose
of this Agreement, both parties may disclose the Confidential Information to its directors, officers, managers, partners, employees
and legal, financial and professional advisors (collectively referred to as the "Recipients") on a need-to-know
basis.


		6.3	Obligations of the Recipients



The parties shall ensure that
their respective Recipients are aware of and comply with all their confidentiality obligations under this Agreement, as if the
recipient were a party to this Agreement.


		6.4	Exceptions



The Clause 6.1 shall not apply
to:


		(1)	The Confidential Information which is already in the public domain or comes into the public domain otherwise than by a breach
of any obligation of confidentiality; or which



		(2)	Disclosures by either party in accordance with the requirements of any applicable law, regulation, any regulatory department
or any applicable rules of any stock exchange, but such disclosure is limited to the scope of such regulations or requirements
and is feasible under the circumstances, other party should be given the opportunity to review the contents of the disclosure and
provide comments on the disclosure before disclosure;



		(3)	Disclosures by any party pursuant to any governmental regulation or judicial or regulatory process or in any judicial, regulatory
or arbitral proceedings in any legal proceedings, proceedings or proceedings arising out of or in connection with this Agreement,
but relevant disclosures are limited to the scope of these requirements or procedural requirements, and where feasible, other party
are given the opportunity to review the disclosure and provide comments on the disclosure before disclosure.



Article
7Term and Termination


		7.1	Term



This Agreement shall come into
force after execution by the authorized representatives of both parties on the date first written above. This Agreement shall be
valid for ten (10) years unless Party B terminates it early in accordance with the provisions of Article 7.2, or both parties agree
in writing to terminate it ahead of schedule. Unless Party B notify Party A in writing thirty (30) days in advance that the Agreement
will not be renewed,




    	30 



    	 



    

the term of this Agreement shall
be automatically renewed for one (1) year at the expiration date of the validity term, and so on.


		7.2	Termination



The Target Company and Party A
shall not terminate this Agreement in any circumstance for any reason. Party B may at its own discretion terminate the agreement
upon a one-month prior written notice.


		(1)	Any party does not comply with any obligations, stipulations and conditions in this Agreement, and the party does not correct
such breach within ten (10) days after Party B sends a written notice to Party A; and



		(2)	The Target Company suspends its business, loses the ability to repay the debts, becomes bankruptcy or the object of liquidation
or dissolution procedures, is not able to repay the debts due and payable or dissolved according to laws.



		7.3	Action after Termination



The other party is not entitled
to claim any right to the pledgee for any loss (including loss of business or profits) suffered by the termination of this Agreement
for any reason, Termination of this Agreement does not infringe any rights or remedies of any party prior to termination and does
not affect the performance by any party of any of its obligations prior to the termination of this Agreement.


		7.4	Continue to be Effective



The Article 5, 6, Clause 7.3-7.4,
Article 8, Clause 9.1-9.3 and Clause 9.8-9.9 shall remain valid after the termination of this Agreement.


Article
8Notice


		8.1	Unless there is a written notice to change the address specified in the preamble of this agreement, any notices by the Parties
hereunder shall be sent by hand delivery, facsimile, registered mail to the addresses. If the notice is sent by registered mail,
the receipt date recorded on the mail receipt shall be deemed as the service date. If it is delivered by hand or by fax, the date
of delivery shall be deemed as the service day. If it is delivered by fax, the original should be sent to the above address by
registered mail or delivered by hand immediately after the facsimile notice is served.



Article
9




    	31 



    	 



    

Miscellaneous
Provisions


		9.1	Governing Law



The signing, interpretation, performance
and termination of this Agreement, shall be governed by and interpreted in accordance with the laws of the People's Republic of
China.


		9.2	Resolution of Disputes



Any dispute arising out of the
interpretation and performance of any terms of this Agreement shall be settled by the parties through bona fide negotiation. Should
the parties cannot reach an agreement to resolve the dispute with 30 days after a party submits the request of dispute negotiation,
either party has the right to submit the dispute to Xiamen Arbitration Committee, where 3 arbitrators will settle the dispute according
the arbitration rules of the Committee that are in force at that time. The arbitration language is Chinese. The award shall be
final and binding on all parties. The arbitration fees shall be borne by the losing party unless otherwise specified by the arbitration
tribunal


		9.3	Severability



In the event that any provisions
hereof shall be found invalid, illegal or unenforceable due to inconformity with relevant laws, such provisions shall be invalid
or unenforceable only within the relevant jurisdiction and of no prejudice to the remaining provisions. The Parties shall, through
consultation in good faith, revise as far as permitted by law and in a manner most approximate to the original intention of the
parties, such invalid and unenforceable provisions to the extent to which the provisions are lawful, valid and enforceable, and
such revised provisions shall be, as far as possible, of same financial efficacy with those provisions that are invalid, unlawful
or unenforceable


		9.4	Waiver



Any failure of any party to exercise
or timely exercise any right, power or remedy under this Agreement shall not be deemed as a waiver, and any exercise of the relevant
rights, power or remedy at any one time will not prevent the further exercise of such rights, power or remedy or exercise any other
right, power or remedy. Without limiting the foregoing, any party waving any other party's violation of any provisions of this
Agreement shall not be deemed to have waived any later violation of this provision or any other provision of this Agreement.


		9.5	Transfer Restoration



This Agreement is binding on all
parties and their successors and approved transferees. After informing other party in advance, Party B may transfer its rights
and obligations under this Agreement to any person it designates. The other party cannot transfer any of their rights and obligations
without Party B's prior written consent.




    	32 



    	 



    

		9.6	Integrity of this Agreement



The agreement constitutes the
full and entire understanding and agreement between the parties with respect to the subject matter hereof and replaces all oral
and/or written agreement, understanding and arrangements of the parties prior to the conclusion of this Agreement.


		9.7	Amendment



Any amendments and supplement
to this Agreement shall be made in writing by the parties. Any modification or supplement to this Agreement duly executed by the
parties constitutes an integral part of this Agreement and shall have the same legal validity as this Agreement.


		9.8	Titles



The titles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


		9.9	Copies



This Agreement may be executed
in one or more counterparts and all of which together shall constitute the same one instrument with equal legal validity.


(The following is signature page without
content of agreement)




    	33 



    	 



    

In witness whereof, both parties
have caused this Agreement to be executed by their respective authorized representatives on the date first above written.


 


 


	Party A	Party B
	(Name Seal)	(Common Seal)
	 	 
	 	 
	 	 
	Signature: /s/ Weiling Zhang	Signature (Authorized Representative): /s/ Xiamen Duwei Consulting Management Co., Ltd.
	 	 
	Target Company	 
	 	 
	(Common Seal)	 
	 	 
	Signature (Authorized Representative): /s/ Fujian Blue Hat Interactive Entertainment Technology Ltd	 


 


 




    	34 



    	 



    

Call Option Agreement


Between


Fujian Blue Hat Interactive Entertainment
Technology Ltd.


And


Xiamen Duwei Consulting Management
Co., Ltd.


November 13, 2018




    	35 



    	 



    

Call Option Agreement


Party A: Juanjuan CAI


Identification Number: 35010219660803036X


Address: Room 2605, No.108 East
Taojin Road, Yuexiu District, Guangzhou


Party B: Xiamen Duwei Consulting
Management Co., Ltd.


Legal representative: Xiaodong
CHEN


Address: Room A-2, Unit 3, Floor
8, Building D, Xiamen International Shipping Center, No.97 Xiangyu Road, Administration of Xiamen Area of China (Fujian) Pilot
Free Trade Zone


Target Company: Fujian Blue Hat Interactive
Entertainment Technology Ltd. (the “Target Company”)


Legal Representative: Xiaodong
CHEN


Address: Room 402, Floor 4, Industrial
Design Center, Cross-Strait Longshan Culture Creative Industry Park, No.84, South Longshan Road, Siming District, Xiamen


Whereas:


		(1)	The Target Company is a company limited by shares incorporated lawfully and existing validly within
the territory of the People’s Republic of China, and Party A holds 3% shares as a shareholder of the Target Company.



		(2)	Party B is a wholly foreign-owned enterprise incorporated lawfully and existing validly in accordance
with the laws of the People’s Republic of China and provides technical support, strategic consulting and other related services
to the Target Company as an important partner of the Target Company.



		(3)	Party A and the Target Company intend to grant the Part B, the exclusive option to purchase all
or part of the shares and the assets (including all forms of tangible and intangible assets) of the Target Company held by Party
A, either by Party B itself or through its designated person.



Now therefore, through mutual consultation,
the parties have reached the following agreements:


Article 1Grant and Exercise
of Call Option


1.1       Granting
Purchase Option


According to the requirements
of Chinese laws and the provisions of this Agreement, the parties agree that Party B own the exclusive right to choose at any time
to purchase all or part of shares or assets of the Target Company held by Party A through Party B itself or




    	36 



    	 



    

its designated person (herein
after referred to as “Purchase Options”) The purchase options may be exercised by Party B or the person designated
by Party B which is irrevocable during the term of this Agreement. Party A agrees that any third party except for Party B shall
not own purchase options to the shares or assets of the Target Company or other rights related to the Target Company.


1.2       Exercise
of Option


Based on the requirements of Chinese
law, Party B or its nominated person may send a written notice to Party A and/or the Target Company (as the case may be) (hereinafter
referred to as the “Notice of Exercise”) and specify that it will purchase the shares or the shares of the assets
purchased from the Target Company (hereinafter referred to as the “Purchased Shares/Assets”) and the way of
purchase, the purchase options are excised. Party B or its designee may independently decide when, how and how often to exercise
the option.


1.3       Effect
of Notice of Exercise


Within thirty (30) days from receipt
of the notice of execution, Party A and/or the Target Company (as the case may be) shall sign the Equity/Asset Transfer Contract
and other documents (the “Transfer Documents”) for the transfer with Party B or its nominated person. And Party
A irrevocably waived its right of first refusal to purchase all the other shares sold by the other party to Party B.


1.4       Registration


After the transfer documents are
signed, Party A and/or the Target Company must unconditionally cooperate with Party B to handle any necessary matters related with
transfer including approvals, permits, registrations, filings, etc. Party A shall transfer without any security interests the effective
ownership of purchased equity/asset to Party B or its designated person who become the registered owner of the purchased equity/asset.


1.5       Joint
Responsibility


The obligations and responsibilities
of Party A and the Target Company to Part B are joint liability under this Agreement.


Article 2Subscription Price


		2.1	Subject to applicable PRC laws, Party B has the right to purchases all or part of the equity interests
or assets of the Target Company held by Party A at any time, either at its own discretion or through its designated person, at
the lowest price (the “exercise price”) permitted by the then-current Chinese law.



Article 3Representation and
Warranty


3.1       Representations
and Warranties




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Each of the party represents and
warrants to the other party that:


		(1)	It has all requisite power, capability and authority to execute this Agreement and perform its
obligations and liabilities under this agreement. This Agreement constitutes the legally valid and binding obligation to the party
and is enforceable against the party in accordance with its terms upon execution.



		(2)	The execution, delivery or performance of this Agreement will not (i) lead to violation of any
law of the PRC; (ii) conflict with the by-law or other constitutional documents; (iii) lead to breach of or default under any contract
or document to which it is a party or which has binding force upon it; (iv) lead to breach of any conditions on the basis of which
any permit or approval is issued to any party hereto and (or) maintenance thereof.



		(3)	The information provided by itself or its agents, employees or representatives to the other party
is true, complete, accurate and no misleading in all material respect.



3.2       Additional
Representations and Warranties of the Target Company and Party A


The Target Company and Party A
provide to Party B the following additional representations and warranties:


		(1)	Party A has good and sellable title to its equity in the Target Company, except for the pledges
stipulated under the <Equity Pledge Agreement> signed by the parties on the same day with the agreement, and there is no
other right burden on it.



		(2)	The Target Company has good and sellable ownership of all its assets and there is no any security interest or other rights
burden on such assets.



		(3)	The Target Company complies with all applicable laws and regulations (including but not limited
to the laws and regulations applicable to asset acquisition)



		(4)	There are no pending or potential litigation, arbitration or administrative proceedings relating to the Target Company or its
equity or assets.



		(5)	After Party B or its designated person exercises the purchase option under this Agreement to obtain
the underlying equity or assets, the Target Company and Part A will not take any detriment action to the validity or any interests
of the equity or assets, or the validity of the act of transferring the equity or assets.



Article 4Other Provisions


4.1       Prohibition
of the Target Company


Before Party B or its nominated
person excises the purchase option to acquire the entire equity or assets of the Target Company, without Party B’s prior
written consent, the Target Company is prohibited to:




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		(1)	Sell, transfer, mortgage or otherwise dispose of any legal or beneficial interest in any asset,
business or income, or allow any other security interest to be set up on it;



		(2)	Enter into the transactions that will materially affect its assets, liabilities, operations, equity
and other legal rights;



		(3)	Occur, inherit, guarantee or allow to have any debt, except for the debt which is (i) incurred
in the ordinary course of business other than the debt arising from the borrowing; and(ii)disclosed to Party B and approved by
Party B in writing;



		(4)	Sign any contract involving any obligation(whether there is an obligation or not) or single payment
exceeding RMB 100 thousand per year or accumulatively exceeding RMB 500 thousand, or be bound by such contract (a series of related
contracts shall be deemed as one contract and the amount involved in the series of contracts should be calculated cumulatively);



		(5)	Provide loans or credit to anyone;



		(6)	Merge or associate with anyone or acquire or invest in anyone;



		(7)	Enter into any agreement or arrangement with any of its affiliates, except for an agreement or
arrangement with Party B signed on the same date as this Agreement; or



		(8)	Distribute dividends to shareholders in any form.



4.2       Prohibition
of the Target Company and Party A


Before B or its designated person
exercises the purchase option to acquire the entire equity or assets of the Target Company without the prior written consent of
Party B, the Target Company, Party A shall not jointly or unilaterally conduct the following actions:


		(1)	Sell, transfer, mortgage or otherwise dispose of the Target Company’s equity/assets or allow
any equity burden on it, except for pledges made under the <Equity Pledges Agreement> signed by the parties on the same day
as this Agreement;



		(2)	Add, change or modify the Articles of Associations of the Target Company in any way, and such supplements,
changes or modifications will materially affect the Target Company’s assets, liabilities, operations, equity and other legal
rights;



		(3)	Appoint, revoke or replace any director, supervisor or manager of the Target Company;



		(4)	Increase or decrease the registered capital of the Target Company or change its shareholding structure
in any other way;





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		(5)	Promote the Target Company to enter into transactions that will materially affect its assets, liabilities,
operations, equity and other legal rights; or



		(6)	Procure the shareholders meeting of the Target Company to pass resolution regarding dividend distribution.



4.3       Actions
of the Target Company and Party A


Before Party B or its designated
person exercises the purchase option to acquire the entire equity or assets of the Target Company, the Target Company and Party
A shall:


		(1)	Maintain the existing of the Target Company in accordance with good financial and commercial standards;
practice and operate its business cautiously and effectively;



		(2)	Operate all the business of the Target Company in the ordinary course of business in order to maintain
the asset value of the Target Company and perform no action /inaction which may affect its operating status or asset value;



		(3)	At the request of Party B, provide all information regarding operation and financial status of
the Target Company;



		(4)	Notify B promptly of litigation, arbitration or administrative procedures that have occurred or
may occur in connection with the Target Company or its equity or assets;



		(5)	Purchase insurance from the insurance company accepted by Party B and maintain the insurance at
all times, and the amount and type of insurance to be maintained shall be the same as the amount and type of insurance usually
adopted by the company operating similar businesses or having similar assets or assets in the same region;



		(6)	In order to maintain ownership of entire assets of the Target Company, sign all necessary and appropriate documents; take all
necessary and appropriate actions and make all necessary and appropriate charge and appropriate defenses against all
claims;



		(7)	Distribute all the distributable profits of the Target Company to its shareholders immediately
upon the request of Party B; and



		(8)	Appoint any person designated by Party B as the director of the Target Company upon the request of Party B.



Article 5Compensation


		5.1	If any of the representations or warranties made by any party under Article 3 become untrue or
inaccurate, the relevant party shall promptly notify other party in writing and shall provide remedies according to reasonable
requests made by the other party. Each





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party agrees to indemnify any
other party the debts, obligations, compensation, fines, awards, litigation, cost, expenses and disbursements which are arising
from or relating to any untruthfulness or inaccuracy in the representations and warranties made under Article 3 or because of any
breach of agreement or provision under this Agreement.


Article 6Confidentiality


6.1       General
Obligation


Within 5 years after the expiration
of this Agreement and after termination of this Agreement for any reason, without prior consent of the parties, either party shall
be responsible for any oral or written information obtained by this Agreement and any other party from the other party in performing
this Agreement (the “Confidential Information”) is confidential and may not disclose any Confidential Information to
any other person.


6.2       Disclosure
to the Recipient


In order to achieve the purpose
of this Agreement, both parties may disclose the Confidential Information to its directors, officers, managers, partners, employees
and legal, financial and professional advisors (collectively referred to as the “Recipients”) on a need-to-know basis.


6.3       Obligations
of the Recipients


The parties shall ensure that
their respective Recipients are aware of and comply with all their confidentiality obligations under this Agreement, as if the
recipient were a party to this Agreement.


6.4       Exceptions


The Clause 6.1 shall not apply
to:


		(1)	The Confidential Information which is already in the public domain or comes into the public domain
otherwise than by a breach of any obligation of confidentiality; or which



		(2)	Disclosures by either party in accordance with the requirements of any applicable law, regulation,
any regulatory department or any applicable rules of any stock exchange, but such disclosure is limited to the scope of such regulations
or requirements and is feasible under the circumstances, other party should be given the opportunity to review the contents of
the disclosure and provide comments on the disclosure before disclosure;



		(3)	Disclosures by any party pursuant to any governmental regulation or judicial or regulatory process or in any judicial,
regulatory or arbitral proceedings in any legal proceedings, proceedings or proceedings arising out of or in connection with
this Agreement, but relevant disclosures are limited to the scope of these requirements or procedural requirements, and where
feasible, other party are given the opportunity to review the disclosure and provide comments on the disclosure before disclosure.





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Article 7Term and Termination


7.1       Term


This Agreement shall come into
force after execution by the authorized representatives of both parties on the date first written above. This Agreement shall be
valid for ten (10) years unless Party B terminates it early in accordance with the provisions of Article 7.2, or both parties agree
in writing to terminate it ahead of schedule. Unless Party B notify Party A in writing thirty (30) days in advance that the Agreement
will not be renewed, the term of this Agreement shall be automatically renewed for one (1) year at the expiration date of the validity
term, and so on.


7.2       Termination


The Target Company and Party A
shall not terminate this Agreement in any circumstance for any reason. Party B may at its own discretion terminate the agreement
upon a one-month prior written notice.


		(1)	Any party does not comply with any obligations, stipulations and conditions in this Agreement,
and the party does not correct such breach within ten (10) days after Party B sends a written notice to Party A; and



		(2)	The Target Company suspends its business, loses the ability to repay the debts, becomes bankruptcy
or the object of liquidation or dissolution procedures, is not able to repay the debts due and payable or dissolved according to
laws.



7.3       Action
after Termination


The other party is not entitled
to claim any right to the pledgee for any loss (including loss of business or profits) suffered by the termination of this Agreement
for any reason. Termination of this Agreement does not infringe any rights or remedies of any party prior to termination and does
not affect the performance by any party of any of its obligations prior to the termination of this Agreement.


7.4       Continue
to be Effective


The Article 5, 6, Clause 7.3-7.4,
Article 8, Clause 9.1-9.3 and Clause 9.8-9.9 shall remain valid after the termination of this Agreement.


Article 8Notice


		8.1	Unless there is a written notice to change the address specified in the preamble of this agreement,
any notices by the Parties hereunder shall be sent by hand delivery, facsimile, registered mail to the addresses. If the notice
is sent by registered mail, the receipt date recorded on the mail receipt shall be deemed as the service date. If it is delivered
by hand





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or by fax, the date of delivery
shall be deemed as the service day. If it is delivered by fax, the original should be sent to the above address by registered mail
or delivered by hand immediately after the facsimile notice is served.


Article 9Miscellaneous Provisions


9.1       Governing
Law


The signing, interpretation, performance
and termination of this Agreement, shall be governed by and interpreted in accordance with the laws of the People’s Republic
of China.


9.2       Resolution
of Disputes


Any dispute arising out of the
interpretation and performance of any terms of this Agreement shall be settled by the parties through bona fide negotiation. Should
the parties cannot reach an agreement to resolve the dispute with 30 days after a party submits the request of dispute negotiation,
either party has the right to submit the dispute to Xiamen Arbitration Committee, where 3 arbitrators will settle the dispute according
the arbitration rules of the Committee that are in force at that time. The arbitration language is Chinese. The award shall be
final and binding on all parties. The arbitration fees shall be borne by the losing party unless otherwise specified by the arbitration
tribunal.


9.3       Severability


In the event that any provisions
hereof shall be found invalid, illegal or unenforceable due to inconformity with relevant laws, such provisions shall be invalid
or unenforceable only within the relevant jurisdiction and of no prejudice to the remaining provisions. The Parties shall, through
consultation in good faith, revise as far as permitted by law and in a manner most approximate to the original intention of the
parties, such invalid and unenforceable provisions to the extent to which the provisions are lawful, valid and enforceable, and
such revised provisions shall be, as far as possible, of same financial efficacy with those provisions that are invalid, unlawful
or unenforceable.


9.4       Waiver


Any failure of any party to exercise
or timely exercise any right, power or remedy under this Agreement shall not be deemed as a waiver, and any exercise of the relevant
rights, power or remedy at any one time will not prevent the further exercise of such rights, power or remedy or exercise any other
right, power or remedy. Without limiting the foregoing, any party waving any other party’s violation of any provisions of
this Agreement shall not be deemed to have waived any later violation of this provision or any other provision of this Agreement.


9.5       Transfer
Restoration




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This Agreement is binding on all
parties and their successors and approved transferees. After informing other party in advance, Party B may transfer its rights
and obligations under this Agreement to any person it designates. The other party cannot transfer any of their rights and obligations
without Party B’s prior written consent.


9.6       Integrity
of this Agreement


The agreement constitutes the
full and entire understanding and agreement between the parties with respect to the subject matter hereof and replaces all oral
and/or written agreement, understanding and arrangements of the parties prior to the conclusion of this Agreement.


9.7       Amendment


Any amendments and supplement
to this Agreement shall be made in writing by the parties. Any modification or supplement to this Agreement duly executed by the
parties constitutes an integral part of this Agreement and shall have the same legal validity as this Agreement.


9.8       Titles


The titles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement.


9.9       Copies


This Agreement may be executed
in one or more counterparts and all of which together shall constitute the same one instrument with equal legal validity.


(The following is signature page without
content of agreement)




    	44 



    	 



    

In witness whereof,
both parties have caused this Agreement to be executed by their respective authorized representatives on the date first above written.


 


	Party A	Party B
	 	 
	(Name Seal)	(Common Seal)
	 	 
	Signature: /s/ Juanjuan Cai	Signature (Authorized Representative): /s/ Xiamen Duwei Consulting Management Co., Ltd.


 


 


Target Company


 


(Common Seal)


 


Signature (Authorized Representative):
/s/ Fujian Blue Hat Interactive Entertainment Technology Ltd.