Exhibit 10.10


 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN OMITTED
PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE THEY BOTH ARE NOT MATERIAL AND
WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH
THREE ASTERISKS [***].


 


 


 


 


 


 


 


Form Light Class Business Agency Settlement
Cooperative Agreement


 


 


 


 


 


 


Party A: [A subsidiary of a leading telecommunication service
provider in China]


 


 


Party B: Guangzhou Star Bridge Information Technology Co.,
Ltd


 


Signing Date: [Date]


 






     


     


    

 


Article 1 General Provisions


 


In accordance with the relevant laws and regulations
of the People’s Republic of China, Party A and Party B make full use of their advantages in their respective fields, based on the principles
of equality, mutual benefit, win-win cooperation, and friendly negotiation and hereby conclude and perform this cooperation sharing agreement
on the access and settlement of Party A’s assisting Party B’s “Light Class selected courses monthly subscriptions” business
in the leading telecommunication service provider.


 


Article 2 Parties


 


[A subsidiary of a leading telecommunication service
provider in China] (hereinafter referred to as Party A) is a legal organization registered in accordance with the laws of China and has
the qualification and ability to sign and perform this Agreement. Guangzhou Star Bridge Information Technology Co., Ltd.(hereinafter referred
to as Party B) is a legal organization registered in accordance with the laws of China and has the qualification and ability to sign and
perform this Agreement.


 


Article 3 Cooperation content and model


 


1. Party A and Party B shall cooperate with each
other in a friendly manner and give full play to their respective business advantages. Based on the framework of “[***]
New Media Products Cooperation Agreement” signed by Party A and [***] (hereinafter referred
to as “[***]”), Party B hereby authorizes Party A to access [***]
platform with “Light Class selected courses monthly subscriptions”, and Party A settles according to the settlement code “vocational
education learning package” assigned by [***]. Party A shall conduct the communication and settlement
with [***], while Party B shall perform the development and operation of the technical platform,
market promotion, and customer services.


 


2. The cooperation scope between Party A and Party
B shall be [***] operators.


 


Article 4 Rights and obligations of Party A


 


1. Party A shall conduct the communication and
settlement with [***]


 


2. Party A shall configure Party B’s product “Light
Class selected courses monthly subscriptions” into the following settlement code of “vocational education learning package.”


 


	Course name	 	Course code	 	Billing code	 	Price
	Vocational education learning package	 	[Code]	 	[Code]	 	[RMB xxx]


 


3. Party A shall pay Party B the sharing settlement
payment in a timely manner.


 


Article 5 Rights and obligations of Party B


 


1. Party B shall authorize Party A to access [***]
platform with “Light Class selected courses monthly subscriptions”.


 


2. Party B shall perform the development and operation
of the technical platform, market promotion, and customer services.


 






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Article 6 Income sharing


 


1. The settlement product is “Light
Class selected courses monthly subscriptions”, and the settlement shall be made according to the settlement code
“vocational education learning package” allocated by Party A in iRead.


 


2. Settlement mode: Party A shall divide the settlement
payment received from the operator and calculate according to the actual number of users of the operator in each accounting period. The
following is the settlement formula:


 


Party B’s share income = The number of users of
the operator in the current month * RMB[***] per user.


 


Note: The number of users shall be subject to
the operator data obtained by Party A, and the statistical data shall be jointly confirmed by Party A and Party B.


 


3.After mutual consultation and confirmation between
Party A and Party B, the business has been launched on the operator side since [Date].


 


Therefore, the settlement period will start from
[Date], and the settlement will be carried out according to the monthly bills. After Party A and Party B check the settlement data, Party
B shall issue a special VAT invoice to Party A, and Party A shall remit the settlement to the designated account of Party B within one
month after receiving the invoice issued by Party B.


 


4. Party B’s bank account information is as follows:


 


Bank of deposit: [***]


 


Account Name: [Guangzhou Star Bridge Information
Technology Co., Ltd]


 


Account number: [***]


 


Article 7 Justice and Credit 


 


Both parties shall fairly treat the rights, responsibilities,
and obligations specified by the Agreement and take all reasonable measures to ensure the implementation of this Agreement. Therefore,
both parties agree that this Agreement shall be implemented fairly without damaging the interests of either party. 


 


Article 8 Settlement of disputes 


 


1. Both parties shall try their best to settle
all disputes arising from or related to this Agreement in a friendly manner.


 


2. In case of any dispute arising from the performance
of this Agreement, either party has the right to file a lawsuit to the People’s Court of the place where Party A is located for settlement.


 


Article 9 Liability for breach of contract


 


1. If either party’s breach of contract due to
non force majeure results in the non-performance or the failure of the full performance of this Agreement and its attachments, the breaching
party shall compensate the observant party for the income generated from the non-completion of the products within the authorization period,
and the monthly income of the products shall be based on the income of the previous month of the breach of contract.


 


2. If this Agreement and its attachments cannot
be fulfilled or fully fulfilled due to one party’s breach of contract, the breaching party shall bear the liability for breach of contract;
in case of the breach of contract by both parties, each party shall bear their respective liabilities according to the actual situations.


 






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Article 10 Modification and cancellation of the
Agreement


 


1. If this Agreement and its attachments need
modification under special circumstances, a supplementary agreement shall be signed by both parties through consultation.


 


2. If one party of the Agreement fails to perform
the Agreement according to the agreed provisions due to force majeure, the party shall immediately notify the other party in writing,
and both parties may terminate or rescind the Agreement in advance after negotiation.


 


3. If one party’s failure to perform its
obligations or serious violation of the provisions of the Agreement makes the cooperative party unable to operate or achieve the
business purpose specified in the Agreement, it shall be deemed that the breaching party unilaterally terminates the Agreement, and
the other party has the right to terminate the Agreement in accordance with the provisions of the Agreement apart from claiming
compensation from the breaching party. If Party A and Party B agree to continue cooperation, the breaching party shall compensate
the economic losses of the cooperative party.


 


Article 11 Applicable law


 


The conclusion, validity, interpretation, performance,
and dispute settlement of this Agreement shall be governed by the laws of the People’s Republic of China.


 


Article 12 Effectiveness of the Agreement and
miscellaneous provisions


 


1. This Agreement shall take effect from the date
of signature or seal by the authorized representatives of both parties and shall terminate on [Date].


 


2. For matters not covered in the Agreement, both
parties may sign a supplementary agreement. The supplementary agreement and licensing agreement shall have the same legal effect as this
Agreement.


 


3. Once this Agreement comes into effect, it means
that both parties shall agree to all terms, including Product License and other information.


 


4. This Agreement is made in duplicate, one for
each party with the same legal effect.


 


5. Effective date of this Agreement: [Date]


 


(no text below)


 






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Party A: [A subsidiary of a leading telecommunication
service provider in China]


 


(seal)


 


Authorized Representative:


 


Signing Date: [Date]


  


Party B: Guangzhou Star Bridge Information Technology
Co., Ltd


 


(seal)


 


Authorized Representative:


 


Signing Date: [Date]


 


 


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