Exhibit 4.33


 


Exclusive Option Agreement


 


This (this “Agreement”) is
executed by and among the following Parties as of the 6th day of August, 2015 in Beijing,
the People’s Republic of China (“China” or the “PRC”):


 


	Party A:	Beijing Yangguang Gudi Science Development Co., Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room 1811, 18/F, Building No.2, #1 Shangdi 10th Avenue, Haidian District, Beijing, PRC;
	 	 
	Party B:	58 Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Room 210-03, Office Building, Nangang Industry Zone, Economic and Technological Development District, Tianjin, PRC; and
	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC.


 


In this Agreement,
each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively
referred to as the “Parties”.


 


Whereas:


 


		1.	Party B is a shareholder of Party C and as of the date hereof holds 49.00% of equity
                                                          interests of Party C, representing RMB18,967,742 in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement (“Loan Agreement”) on August 6,
                                                          2015, according to which Party A confirmed that it provided to Party B a loan in amount of RMB18,967,742, to be used for the
                                                          purpose of subscribing for the equity interest in Party C.



 







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Now therefore, upon mutual discussion and
negotiation, the Parties have reached the following agreement:


 


		1.	Sale and Purchase of Equity Interest



 


		1.1	Option Granted



 


In consideration of the payment
of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party
A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase
the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A’s
sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right
being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled
to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to
the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer
to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.


 


		1.2	Steps for Exercise of Equity Interest Purchase Option



 


Subject to the provisions of
the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to
Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s
decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or
the Designee from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests
and/or the date for transfer of the Optioned Interests.


 







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		1.3	Equity Interest Purchase Price



 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB18,967,742;
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C, the
purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party A
exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the
“Equity Interest Purchase Price”).


 


		1.4	Transfer of Optioned Interests



 


For each exercise of the Equity
Interest Purchase Option:


 


		1.4.1	Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution
shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);



 


		1.4.2	Party B shall obtain written statements from the other shareholders of Party B giving consent to
the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.



 






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		1.4.3	Party B shall execute an equity interest transfer contract with respect to each transfer with Party
A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase
Option Notice regarding the Optioned Interests;



 


		1.4.4	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government
licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or
the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered
owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include
securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right
to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created
by this Agreement, Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney. "Party B's Equity Interest
Pledge Agreement" as used in this Agreement shall refer to the Amended and Restated Equity Interest Pledge Agreement executed
by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party
B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the
date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.



 







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		1.5	Payment



 


The Parties have agreed in the
Loan Agreement that any proceeds obtained by Party B through the transfer of its equity interests in Party C shall be used for
repayment of the loan provided by Party A in accordance with the Loan Agreement. Accordingly, upon exercise of the Equity Interest
Purchase Option, Party A may elect to make payment of the Equity Interest Purchase Price through cancellation of the outstanding
amount of the loan owed by Party B to Party A, in which case Party A shall not be required to pay any additional Equity Interest
Purchase Price to Party B, unless the Total Equity Interest Purchase Price set forth herein is required to be adjusted in accordance
with applicable laws and regulations.


 


		2.	Covenants



 


		2.1	Covenants regarding Party C



 


Party B (as the shareholders of
Party C) and Party C hereby covenant as follows:


 


		2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or
amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of
registered capital in other manners;



 


		2.1.2	They shall maintain Party C’s corporate existence in accordance with good financial and business
standards, obtain and maintain all necessary government licenses and permits and practice by prudently and effectively operating
its business and handling its affairs;



 


		2.1.3	Without the prior written consent of Party A, they shall not at any time following the date hereof,
sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues
of Party C, or allow the encumbrance thereon of any security interest;



 







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		2.1.4	Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer
the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii)
debts disclosed to Party A for which Party A’s written consent has been obtained;



 


		2.1.5	They shall always operate all of Party C’s businesses during the ordinary course of business
to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and
asset value;



 


		2.1.6	Without the prior written consent of Party A, they shall not cause Party C to execute any major
contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding
RMB500,000 shall be deemed a major contract);



 


		2.1.7	Without the prior written consent of Party A, they shall not cause Party C to provide any person
with any loan or credit;



 


		2.1.8	They shall provide Party A with information on Party C’s business operations and financial
condition at Party A’s request;



 


		2.1.9	If requested by Party A, they shall procure and maintain insurance in respect of Party C’s
assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that
operate similar businesses;



 







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		2.1.10	Without the prior written consent of Party A, they shall not cause or permit Party C to merge,
consolidate with, acquire or invest in any person;



 


		2.1.11	They shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to Party C’s assets, business or revenue;



 


		2.1.12	To maintain the ownership by Party C of all of its assets, they shall execute all necessary or
appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary
and appropriate defenses against all claims;



 


		2.1.13	Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner
distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute
all distributable profits to its shareholders; and



 


		2.1.14	At the request of Party A, they shall appoint any persons designated by Party A as the director(s)
of Party C.



 


		2.1.15	Without Party A’s prior written consent, they shall not engage in any business in
                                                                competition                                                                 with
                                                                Party A or its affiliates.



 


		2.1.16	Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior
written consent by Party A.



  




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		2.2	Covenants of Party B



 


Party B hereby covenants as follows:


 


		2.2.1	Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose
of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance
thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s
Power of Attorney;



 


		2.2.2	Party B shall cause the shareholders’ meeting and/or the director(s) of Party C not to approve
the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in
Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party
A, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s  Power
of Attorney;



 


		2.2.3	Party B shall cause the shareholders’ meeting or the director(s) of Party C not to approve
the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent
of Party A;



 


		2.2.4	Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;



 


		2.2.5	Party B shall cause the shareholders’ meeting or the director(s) of Party C to vote their
approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may
be requested by Party A;



 







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		2.2.6	To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute
all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints
or raise necessary and appropriate defenses against all claims;



 


		2.2.7	Party B shall appoint any designee of Party A as the director(s) of Party C, at the request of
Party A;



 


		2.2.8	Party B hereby waives its right of first of refusal to transfer of equity interest by the other
existing shareholders of Party C to Party A (if any); and



 


		2.2.9	Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party
A or any other person designated by Party A to the extent permitted under applicable PRC laws.



 


		2.2.10	Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or
separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from
any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining
rights with respect to the equity interests subject to this Agreement hereunder or under the Equity Interest Pledge Agreement among
the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except
in accordance with the written instructions of Party A.



 







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		3.	Representations and Warranties



 


Party B and Party C hereby represent
and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests,
that:


 


		3.1	They have the authority to execute and deliver this Agreement and any equity interest
                                                               transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a
                                                               “Transfer Contracts”), and to perform their obligations under this Agreement and any Transfer Contracts. Party B
                                                               and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise
                                                               of the                                                                Equity
                                                               Interest                                                                                                       Purchase
                                                               Option. This                                                                Agreement and the Transfer Contracts to
                                                               which                                                                             they are parties constitute or will
                                                               constitute their legal, valid
                                                               and binding obligations and shall be enforceable against them in accordance with the provisions thereof;



 


		3.2	Party B and Party C have obtained any and all approvals and consents from government authorities
and third parties (if required) for execution, delivery and performance of this Agreement.



 


		3.3	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under
this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent
with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts
or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments
to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued
effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of
additional conditions to any licenses or permits issued to either of them;



 







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		3.4	Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Interest
Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests;



 


		3.5	Party C has a good and merchantable title to all of its assets, and has not placed any security
interest on the aforementioned assets;



 


		3.6	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course
of business; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained.



 


		3.7	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and



 


		3.8	There are no pending or threatened litigation, arbitration or administrative proceedings relating
to the equity interests in Party C, assets of Party C or Party C.



 


		4.	Effective Date



 


This Agreement shall become effective
upon execution by the Parties, and remain effective until all equity interests held by Party B in Party C have been transferred
or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.


 


		5.	Governing Law and Resolution of Disputes



 


		5.1	Governing law



 


The execution, effectiveness, construction,
performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws
of PRC.


 







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		5.2	Methods of Resolution of Disputes



 


In the event of any dispute with
respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations.
In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other
Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International
Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted
in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.


 


		6.	Taxes and Fees



 


Each Party shall pay any and
all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in
connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the
transactions contemplated under this Agreement and the Transfer Contracts.


 


		7.	Notices



 


		7.1	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which
notices shall be deemed to have been effectively given shall be determined as follows:



 







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		7.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.



 


		7.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful
transmission (as evidenced by an automatically generated confirmation of transmission).



 


		7.2	For the purpose of notices, the addresses of the Parties are as follows:



 


	Party A:	Beijing Yangguang Gudi Science Development Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888 
	Facsimile:	+8610-64459926
	 	 
	Party B:	58 Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Phone:	+8610 64435588-8888 
	Facsimile:	+8610-64459926
	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888 
	Facsimile:	+8610-64459926


 







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		7.3	Any Party may at any time change its address for notices by a notice delivered to the other Parties
in accordance with the terms hereof.



 


		8.	Confidentiality



 


The
Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged
between the Parties in connection with the preparation and performance this Agreement are regarded as confidential
information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the
written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except
for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized
disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock
exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its
shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that
such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar
to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any
Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach
of this Agreement. This Section shall survive the termination of this Agreement for any reason.


 


		9.	Further Warranties



 


The Parties agree to promptly
execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this
Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and
purposes of this Agreement.


 







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		10.	Breach of Agreement



 


		10.1	If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall
have right to terminate this Agreement and require the Party B or Party C to compensate all damages; this Section 10 shall not
prejudice any other rights of Party A herein;



 


		10.2	If Party A conducts any breach of any term of this Agreement, Party B or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


Any amendment, change and supplement
to this Agreement shall require the execution of a written agreement by all of the Parties.


 


		11.2	Entire agreement



 


Except for the amendments, supplements
or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached
by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written consultations,
representations and contracts reached with respect to the subject matter of this Agreement.


 







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		11.3	Headings



 


The headings of this Agreement
are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.


 


		11.4	Language



 


This Agreement is written in both
Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict
between the Chinese version and the English version, the Chinese version shall prevail.


 


		11.5	Severability



 


In the event that one or several
of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or
compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions
with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic
effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 


		11.6	Successors



 


This Agreement shall be binding
on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.


 







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		11.7	Survival



 


		11.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or
early termination of this Agreement shall survive the expiration or early termination thereof.



 


		11.7.2	The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this
Agreement.



 


		11.8	Waivers



 


Any Party may waive the terms and
conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties.
No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party
with respect to any similar breach in other circumstances.


 







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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the
date first above written.


 


	Party
    A:	Beijing
    Yangguang Gudi Science Development Co., Ltd.


 


	By:	/s/ Haoyong Yang	 
	Name:	Haoyong Yang	 
	Title:	Legal Representative	 


 


	Party
    B:	58
    Co., Ltd.


 


	By:	/s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 


 


	Party
    C:	Beijing
    Shan Jing Ke Chuang Network Technology Co., Ltd.


 


	By:	/s/ Yang Liu 	 
	Name:	Yang Liu	 
	Title:	Legal
    Representative	 


 




     


     


    

 


Exclusive Option Agreement


 


This (this “Agreement”)
is executed by and among the following Parties as of the 6th  day of August, 2015 in
Beijing, the People’s Republic of China (“China” or the “PRC”):


 


	Party A:	Beijing Yangguang Gudi Science Development Co., Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room 1811, 18/F, Building No.2, #1 Shangdi 10th Avenue, Haidian District, Beijing, PRC;
	 	 
	Party B:	Yang Liu, a citizen of China with Chinese Identification No.:                   ; and
	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC.


 


In this Agreement,
each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively
referred to as the “Parties”.


 


Whereas:


 


		1.	Party B is a shareholder of Party C and as of the date hereof holds 30.69% of equity interests
of Party C, representing RMB11,880,000 in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement (“Loan Agreement”) on August 6,
                                                          2015, according to which Party A confirmed that it provided to Party B a loan in amount of RMB11,880,000, to be used for the
                                                          purpose of subscribing the registered capital of Party C.



 







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Now therefore, upon
mutual discussion and negotiation, the Parties have reached the following agreement:


 


		1.	Sale and Purchase of Equity Interest



 


		1.1	Option Granted



 


In consideration of the payment
of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party
A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase
the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A’s
sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right
being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled
to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to
the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer
to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.


 


		1.2	Steps for Exercise of Equity Interest Purchase Option



 


Subject to the provisions of
the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to
Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s
decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or
the Designee from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests
and/or the date for transfer of the Optioned Interests.


 







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		1.3	Equity Interest Purchase Price



 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB11,880,000;
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C, the
purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party A
exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the
“Equity Interest Purchase Price”).


 


		1.4	Transfer of Optioned Interests



 


For each exercise of the Equity
Interest Purchase Option:


 


		1.4.1	Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution
shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);



 


		1.4.2	Party B shall obtain written statements from the other shareholders of Party B giving consent to
the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.



 


		1.4.3	Party B shall execute an equity interest transfer contract with respect to each transfer with Party
A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase
Option Notice regarding the Optioned Interests;



 







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		1.4.4	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government
licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or
the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered
owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include
securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right
to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created
by this Agreement, Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney. "Party B's Equity Interest
Pledge Agreement" as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party
A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s
Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof
granting Party A with power of attorney and any modification, amendment and restatement thereto.



 


		1.5	Payment



 


The Parties have agreed in the
Loan Agreement that any proceeds obtained by Party B through the transfer of its equity interests in Party C shall be used for
repayment of the loan provided by Party A in accordance with the Loan Agreement. Accordingly, upon exercise of the Equity Interest
Purchase Option, Party A may elect to make payment of the Equity Interest Purchase Price through cancellation of the outstanding
amount of the loan owed by Party B to Party A, in which case Party A shall not be required to pay any additional Equity Interest
Purchase Price to Party B, unless the Total Equity Interest Purchase Price set forth herein is required to be adjusted in accordance
with applicable laws and regulations.


 







    4 


     


    

 


		2.	Covenants



 


		2.1	Covenants regarding Party C



 


Party B (as the shareholders of
Party C) and Party C hereby covenant as follows:


 


		2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or
amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of
registered capital in other manners;



 


		2.1.2	They shall maintain Party C’s corporate existence in accordance with good financial and business
standards, obtain and maintain all necessary government licenses and permits and practice by prudently and effectively operating
its business and handling its affairs;



 


		2.1.3	Without the prior written consent of Party A, they shall not at any time following the date hereof,
sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues
of Party C, or allow the encumbrance thereon of any security interest;



 


		2.1.4	Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer
the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii)
debts disclosed to Party A for which Party A’s written consent has been obtained;



 







    5 


     


    

 


		2.1.5	They shall always operate all of Party C’s businesses during the ordinary course of business
to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and
asset value;



 


		2.1.6	Without the prior written consent of Party A, they shall not cause Party C to execute any major
contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding
RMB500,000 shall be deemed a major contract);



 


		2.1.7	Without the prior written consent of Party A, they shall not cause Party C to provide any person
with any loan or credit;



 


		2.1.8	They shall provide Party A with information on Party C’s business operations and financial
condition at Party A’s request;



 


		2.1.9	If requested by Party A, they shall procure and maintain insurance in respect of Party C’s
assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that
operate similar businesses;



 


		2.1.10	Without the prior written consent of Party A, they shall not cause or permit Party C to merge,
consolidate with, acquire or invest in any person;



 


		2.1.11	They shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to Party C’s assets, business or revenue;



 







    6 


     


    

 


		2.1.12	To maintain the ownership by Party C of all of its assets, they shall execute all necessary or
appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary
and appropriate defenses against all claims;



 


		2.1.13	Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner
distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute
all distributable profits to its shareholders; and



 


		2.1.14	At the request of Party A, they shall appoint any persons designated by Party A as the director(s)
of Party C.



 


		2.1.15	Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates.



 


		2.1.16	Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior
written consent by Party A.



 


		2.2	Covenants of Party B



 


Party B hereby covenants as follows:


 


		2.2.1	Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose
of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance
thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s
Power of Attorney;



 







    7 


     


    

 


		2.2.2	Party B shall cause the shareholders’ meeting and/or the director(s) of Party C not to approve
the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in
Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party
A, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power
of Attorney;



 


		2.2.3	Party B shall cause the shareholders’ meeting or the director(s) of Party C not to approve
the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent
of Party A;



 


		2.2.4	Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;



 


		2.2.5	Party B shall cause the shareholders’ meeting or the director(s) of Party C to vote their
approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may
be requested by Party A;



 


		2.2.6	To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute
all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints
or raise necessary and appropriate defenses against all claims;



 


		2.2.7	Party B shall appoint any designee of Party A as the director(s) of Party C, at the request of
Party A;



 







    8 


     


    

 


		2.2.8	Party B hereby waives its right of first of refusal to transfer of equity interest by the other
existing shareholders of Party C to Party A (if any); and



 


		2.2.9	Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party
A or any other person designated by Party A to the extent permitted under applicable PRC laws.



 


		2.2.10	Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or
separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from
any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining
rights with respect to the equity interests subject to this Agreement hereunder or under the Equity Interest Pledge Agreement among
the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except
in accordance with the written instructions of Party A.



 


		3.	Representations and Warranties



 


Party B and Party C hereby represent
and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests,
that:


 


		3.1	They have the authority to execute and deliver this Agreement and any equity interest
                                                               transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a
                                                               “Transfer Contracts”), and to perform their obligations under this Agreement and any Transfer Contracts. Party B
                                                               and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise
                                                               of the                                                                Equity
                                                               Interest                                                                                                       Purchase
                                                               Option. This                                                                Agreement and the Transfer Contracts to
                                                               which                                                                             they are parties constitute or will
                                                               constitute their legal, valid
                                                               and binding obligations and shall be enforceable against them in accordance with the provisions thereof;



 







    9 


     


    

 


		3.2	Party B and Party C have obtained any and all approvals and consents from government authorities
and third parties (if required) for execution, delivery and performance of this Agreement.



 


		3.3	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under
this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent
with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts
or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments
to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued
effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of
additional conditions to any licenses or permits issued to either of them;



 


		3.4	Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Interest
Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests;



 


		3.5	Party C has a good and merchantable title to all of its assets, and has not placed any security
interest on the aforementioned assets;



 







    10 


     


    

 


		3.6	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course
of business; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained.



 


		3.7	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and



 


		3.8	There are no pending or threatened litigation, arbitration or administrative proceedings relating
to the equity interests in Party C, assets of Party C or Party C.



 


		4.	Effective Date



 


This Agreement shall become effective
upon execution by the Parties, and remain effective until all equity interests held by Party B in Party C have been transferred
or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.


 


		5.	Governing Law and Resolution of Disputes



 


		5.1	Governing law



 


The execution, effectiveness, construction,
performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws
of PRC.


 


		5.2	Methods of Resolution of Disputes



 


In the event of any dispute with
respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations.
In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other
Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International
Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted
in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.


 







    11 


     


    

 


		6.	Taxes and Fees



 


Each Party shall pay any and
all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in
connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the
transactions contemplated under this Agreement and the Transfer Contracts.


 


		7.	Notices



 


		7.1	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which
notices shall be deemed to have been effectively given shall be determined as follows:



 


		7.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.



 


		7.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful
transmission (as evidenced by an automatically generated confirmation of transmission).



 







    12 


     


    

 


		7.2	For the purpose of notices, the addresses of the Parties are as follows:



 


	Party A:	Beijing Yangguang Gudi Science Development Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888 
	Facsimile:	+8610-64459926


 


	Party B:	Yang Liu
	Address:	 
	Phone:	 
	Facsimile:	 


 


	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.
	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	Attn:	Jinbo Yao
	Phone:	+8610 64435588-8888 
	Facsimile:	+8610-64459926


 


		7.3	Any Party may at any time change its address for notices by a notice delivered to the other Parties
in accordance with the terms hereof.



 







    13 


     


    

 


		8.	Confidentiality



 


The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between
the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each
Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the
other Party, it shall not disclose any relevant confidential information to any third parties, except for the information
that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b)
is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders
of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors,
legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors,
legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this
Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure
of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section
shall survive the termination of this Agreement for any reason.


 


		9.	Further Warranties



 


The Parties agree to promptly
execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this
Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and
purposes of this Agreement.


 







    14 


     


    

 


		10.	Breach of Agreement



 


		10.1	If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall
have right to terminate this Agreement and require the Party B or Party C to compensate all damages; this Section 10 shall not
prejudice any other rights of Party A herein;



 


		10.2	If Party A conducts any breach of any term of this Agreement, Party B or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


Any amendment, change and supplement
to this Agreement shall require the execution of a written agreement by all of the Parties.


 


		11.2	Entire agreement



 


Except for the amendments, supplements
or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached
by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations,
representations and contracts reached with respect to the subject matter of this Agreement.


 


		11.3	Headings



 


The headings of this Agreement
are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.


 







    15 


     


    

 


		11.4	Language



 


This Agreement is written in both
Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict
between the Chinese version and the English version, the Chinese version shall prevail.


 


		11.5	Severability



 


In the event that one or several
of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or
compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions
with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic
effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 


		11.6	Successors



 


This Agreement shall be binding
on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.


 


		11.7	Survival



 


		11.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or
early termination of this Agreement shall survive the expiration or early termination thereof.



 







    16 


     


    

 


		11.7.2	The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this
Agreement.



 


		11.8	Waivers



 


Any Party may waive the terms and
conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties.
No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party
with respect to any similar breach in other circumstances.


 







    17 


     


    

 


IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as
of the date first above written.


 


	Party
    A:	Beijing
    Yangguang Gudi Science Development Co., Ltd.


 


	By:	/s/ Haoyong Yang	 
	Name:	Haoyong Yang	 
	Title:	Legal Representative	 


 


	Party
    B:	Yang Liu


 


	By:	/s/ Yang Liu	 


 


	Party
    C:	Beijing
    Shan Jing Ke Chuang Network Technology Co., Ltd.


 


	By:	/s/ Yang Liu	 
	Name:	Yang Liu	 
	Title:	Legal Representative	 


 




     


     


    

 


Exclusive Option Agreement


 


This (this “Agreement”)
is executed by and among the following Parties as of the 6th day of August, 2015 in
Beijing, the People’s Republic of China (“China” or the “PRC”):


 


	Party A:	Beijing Yangguang Gudi Science Development Co., Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room 1811, 18/F, Building No.2, #1 Shangdi 10th Avenue, Haidian District, Beijing, PRC;
	 	 
	Party B:	Chunyan Guo, a citizen of China with Chinese Identification No.:                   ; and
	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC.


 


In this Agreement,
each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively
referred to as the “Parties”.


 


Whereas:


 


		1.	Party B is a shareholder of Party C and as of the date hereof holds 20.00% of equity interests
of Party C, representing RMB7,741,935 in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement (“Loan Agreement”) on
                                                          August 6, 2015, according to which Party A confirmed that it provided to Party B a loan in amount of RMB7,741,935, to be used
                                                          for the purpose of subscribing the registered capital of Party C.



 







    1 


     


    

 


Now therefore, upon
mutual discussion and negotiation, the Parties have reached the following agreement:


 


		1.	Sale and Purchase of Equity Interest



 


		1.1	Option Granted



 


In consideration of the
payment of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably
grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a
“Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any
time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by Chinese laws and at the
price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party
A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect
to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to
Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners,
enterprises, trusts or non-corporate organizations.


 


		1.2	Steps for Exercise of Equity Interest Purchase Option



 


Subject to the provisions of
the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to
Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s
decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or
the Designee from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests
and/or the date for transfer of the Optioned Interests.


 







    2 


     


    

 


		1.3	Equity Interest Purchase Price



 


The purchase price of all
equity interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be
RMB7,741,935; if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by
Party B in Party C, the purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than
aforementioned price when Party A exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be
the purchase price (collectively, the “Equity Interest Purchase Price”).


 


		1.4	Transfer of Optioned Interests



 


For each exercise of the Equity
Interest Purchase Option:


 


		1.4.1	Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution
shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);



 


		1.4.2	Party B shall obtain written statements from the other shareholders of Party B giving consent to
the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.



 


		1.4.3	Party B shall execute an equity interest transfer contract with respect to each transfer with Party
A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase
Option Notice regarding the Optioned Interests;



 







    3 


     


    

 




 


		1.4.4	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government
licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or
the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered
owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include
securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right
to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created
by this Agreement, Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney. "Party B's Equity Interest
Pledge Agreement" as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party
A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s
Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof
granting Party A with power of attorney and any modification, amendment and restatement thereto.



 


		1.5	Payment



 


The Parties have agreed in the
Loan Agreement that any proceeds obtained by Party B through the transfer of its equity interests in Party C shall be used for
repayment of the loan provided by Party A in accordance with the Loan Agreement. Accordingly, upon exercise of the Equity Interest
Purchase Option, Party A may elect to make payment of the Equity Interest Purchase Price through cancellation of the outstanding
amount of the loan owed by Party B to Party A, in which case Party A shall not be required to pay any additional Equity Interest
Purchase Price to Party B, unless the Total Equity Interest Purchase Price set forth herein is required to be adjusted in accordance
with applicable laws and regulations.


 




    4 


     


    

 


 


		2.	Covenants 



 


		2.1	Covenants regarding Party C 



 


Party B (as the shareholders
of Party C) and Party C hereby covenant as follows:


 


		2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or
amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of
registered capital in other manners;



 


		2.1.2	They shall maintain Party C's corporate existence in accordance with good financial and business
standards, obtain and maintain all necessary government licenses and permits and practice by prudently and effectively operating
its business and handling its affairs;



 


		2.1.3	Without the prior written consent of Party A, they shall not at any time following the date hereof,
sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues
of Party C, or allow the encumbrance thereon of any security interest;



 


		2.1.4	Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer
the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii)
debts disclosed to Party A for which Party A's written consent has been obtained;



 




    5 


     


    

 


 


		2.1.5	They shall always operate all of Party C's businesses during the ordinary course of business to
maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;



 


		2.1.6	Without the prior written consent of Party A, they shall not cause Party C to execute any major
contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding
RMB500,000 shall be deemed a major contract);



 


		2.1.7	Without the prior written consent of Party A, they shall not cause Party C to provide any person
with any loan or credit;



 


		2.1.8	They shall provide Party A with information on Party C's business operations and financial condition
at Party A's request;



 


		2.1.9	If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets
and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate
similar businesses;



 


		2.1.10	Without the prior written consent of Party A, they shall not cause or permit Party C to merge,
consolidate with, acquire or invest in any person;



 


		2.1.11	They shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to Party C's assets, business or revenue;





    6 


     


    

 


		2.1.12	To maintain the ownership by Party C of all of its assets, they shall execute all necessary or
appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary
and appropriate defenses against all claims;



 


		2.1.13	Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner
distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all
distributable profits to its shareholders; and



 


		2.1.14	At the request of Party A, they shall appoint any persons designated by Party A as the director(s)
of Party C.



 


		2.1.15	Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates.



 


		2.1.16	Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior
written consent by Party A.



 


		2.2	Covenants of Party B 



 


Party B hereby covenants as follows:


 


		2.2.1	Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose
of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance
thereon, except for the interest placed in accordance with Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney;



  




    7 


     


    

 


		2.2.2	Party B shall cause the shareholders' meeting and/or the director(s) of Party C not to approve
the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in
Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party
A, except for the interest placed in accordance with Party B's Equity Interest Pledge Agreement
and Party B’s Power of Attorney;



  


		2.2.3	Party B shall cause the shareholders' meeting or the director(s) of Party C not to approve the
merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of
Party A;



 


		2.2.4	Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;



 


		2.2.5	Party B shall cause the shareholders' meeting or the director(s) of Party C to vote their approval
of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested
by Party A;



 


		2.2.6	To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary
or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary
and appropriate defenses against all claims;



 


		2.2.7	Party B shall appoint any designee of Party A as the director(s) of Party C, at the request of
Party A;



 




    8 


     


    

  


		2.2.8	Party B hereby waives its right of first of refusal to transfer of equity interest by the other
existing shareholders of Party C to Party A (if any); and



 


		2.2.9	Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party
A or any other person designated by Party A to the extent permitted under applicable PRC laws.



 


		2.2.10	Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or
separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from
any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining
rights with respect to the equity interests subject to this Agreement hereunder or under the Equity Interest Pledge Agreement among
the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except
in accordance with the written instructions of Party A.



 


		3.	Representations and Warranties 



 


Party B and Party C hereby represent and warrant to Party A,
jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:


 




    9 


     


    

 


 


		3.1	They have the authority to execute and deliver this Agreement and any equity interest
                                                                  transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a
                                                                  "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B
                                                                  and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise
                                                                  of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or
                                                                  will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the
                                                                  provisions thereof;



 


		3.2	Party B and Party C have obtained any and all approvals and consents from government authorities
and third parties (if required) for execution, delivery and performance of this Agreement.



 


		3.3	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under
this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent
with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts
or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments
to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued
effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of
additional conditions to any licenses or permits issued to either of them;



 


		3.4	Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Interest
Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests;



 


		3.5	Party C has a good and merchantable title to all of its assets, and has not placed any security
interest on the aforementioned assets;



 




    10 


     


    

 


 


		3.6	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course
of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.



 


		3.7	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and



 


		3.8	There are no pending or threatened litigation, arbitration or administrative proceedings relating
to the equity interests in Party C, assets of Party C or Party C.



 


		4.	Effective Date 



 


This Agreement
shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party
C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.


 


		5.	Governing Law and Resolution of Disputes 



 


		5.1	Governing law 



 


The execution,
effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder
shall be governed by the laws of PRC.


 


		5.2	Methods of Resolution of Disputes 



 


In the event
of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute
through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's
request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to
the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The
arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be
final and binding on all Parties.


 




    11 


     


    

 


 


		6.	Taxes and Fees 



 


Each Party
shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the
laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation
of the transactions contemplated under this Agreement and the Transfer Contracts.


 


		7.	Notices 



 


		7.1	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which
notices shall be deemed to have been effectively given shall be determined as follows:



 


		7.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.



 


		7.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful
transmission (as evidenced by an automatically generated confirmation of transmission).



 




    12 


     


    

 


 


		7.2	For the purpose of notices, the addresses of the Parties are as follows:



 


	 	Party A: 	Beijing Yangguang Gudi Science Development Co., Ltd.
	 	Address:	Tower E, North America International Business Center,
	 	 	#Yi108, Beiyuan Road, Chaoyang District, Beijing
	 	Attn:	Jinbo Yao
	 	Phone:	+8610 64435588-8888 
	 	Facsimile:	+8610-64459926
	 	 	 
	 	Party B:	Chunyan Guo
	 	Address:	Tower E, North America International Business Center,
	 	 	#Yi108, Beiyuan Road, Chaoyang District, Beijing
	 	Phone:	+8610 64435588-8888 
	 	Facsimile:	+8610-64459926
	 	 	 
	 	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.
	 	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	 	Attn:	Jinbo Yao
	 	Phone:	+8610 64435588-8888 
	 	Facsimile:	+8610-64459926


 


		7.3	Any Party may at any time change its address for notices by a notice delivered to the other Parties
in accordance with the terms hereof.



 




    13 


     


    

 


 


		8.	Confidentiality



 


The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between
the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each
Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the
other Party, it shall not disclose any relevant confidential information to any third parties, except for the information
that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b)
is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders
of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors,
legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors,
legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this
Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure
of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section
shall survive the termination of this Agreement for any reason.


 


		9.	Further Warranties 



 


The Parties agree to promptly
execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this
Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and
purposes of this Agreement.


 




    14 


     


    

 


 


		10.	Breach of Agreement



 


		10.1	If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall
have right to terminate this Agreement and require the Party B or Party C to compensate all damages; this Section 10 shall not
prejudice any other rights of Party A herein;



 


		10.2	If Party A conducts any breach of any term of this Agreement, Party B or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		11.	Miscellaneous 



 


		11.1	Amendment, change and supplement 



 


Any amendment, change and supplement
to this Agreement shall require the execution of a written agreement by all of the Parties.


 


		11.2	Entire agreement 



 


Except for the amendments, supplements
or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached
by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations,
representations and contracts reached with respect to the subject matter of this Agreement.


 


		11.3	Headings 



 


The headings of this Agreement
are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.


 




    15 


     


    

 


 


		11.4	Language 



 


This Agreement is written in
both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict
between the Chinese version and the English version, the Chinese version shall prevail.


 


		11.5	Severability 



 


In the event that one or several
of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or
compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions
with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic
effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 


		11.6	Successors 



 


This Agreement shall be binding
on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.


 


		11.7	Survival 



 


		11.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or
early termination of this Agreement shall survive the expiration or early termination thereof.



 




    16 


     


    

 


 


		11.7.2	The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this
Agreement.



 


		11.8	Waivers 



 


Any Party may waive the terms
and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the
Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by
such a Party with respect to any similar breach in other circumstances.


 




    17 


     


    

 


IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive
Option Agreement as of the date first above written.


 


	Party
    A:	Beijing
    Yangguang Gudi Science Development Co., Ltd.	 
	 	 	 
	By:	/s/ Haoyong
    Yang	 
	Name:	Haoyong Yang	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Chunyan Guo	 
	 	 	 
	By:	/s/ Chunyan Guo	 
	 	 	 
	Party C: 	Beijing Shan Jing Ke Chuang
Network Technology Co., Ltd.	 
	 	 	 
	By:	/s/ Yang Liu	 
	Name:	Yang Liu	 
	Title:	Legal Representative	 


 




     


     


    

 


Exclusive Option Agreement


 


This
(this "Agreement") is executed by and among the following Parties as of the 6th day of August, 2015 in Beijing, the
People’s Republic of China (“China” or the “PRC”):


 


	Party A:	Beijing Yangguang Gudi Science Development Co.,
Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room
1811, 18/F, Building No.2, #1 Shangdi 10th Avenue, Haidian District, Beijing, PRC;



 


	Party B:	Haoyong Yang, a citizen of China with Chinese
Identification No.:                   ; and



 


	Party C:	Beijing
Shan Jing Ke Chuang Network Technology Co., Ltd., a limited liability company organized and existing under the laws
of the PRC, with its address at No.6, Anfu Road, Houshayu Town, Shunyi District, Beijing, PRC.



 


In this
Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively
referred to as the "Parties".


 


Whereas:


 


		1.	Party B is a shareholder of Party C and as of the date hereof holds 0.31% of equity interests of
Party C, representing RMB120,000 in the registered capital of Party C.



 


		2.	Party A and Party B executed a Loan Agreement (“Loan Agreement”) on August 6,
                                                           2015, according to which Party A confirmed that it provided to Party B a loan in amount of RMB 120,000, to be used for the
                                                           purpose of subscribing the registered capital of Party C.



 








    1 


     


    



 


Now therefore, upon mutual discussion and negotiation,
the Parties have reached the following agreement:


 


		1.	Sale and Purchase of Equity Interest 



 


		1.1	Option Granted



 


In consideration of the payment
of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party
A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the
equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A's sole and
absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being
the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other person shall be entitled to
the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the
grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals,
corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.


 


		1.2	Steps for Exercise of Equity Interest Purchase Option 



 


Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase
Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's
or the Designee’s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased
by Party A or the Designee from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests
and/or the date for transfer of the Optioned Interests.


 




    2 


     


    

 


		1.3	Equity Interest Purchase Price



 


The purchase price of all equity
interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option shall be RMB120,000;
if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by Party B in Party C, the
purchase price shall be calculated pro rata. If PRC law requires a minimum price higher than aforementioned price when Party A
exercises Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the
"Equity Interest Purchase Price").


 


		1.4	Transfer of Optioned Interests 



 


For each exercise of the Equity
Interest Purchase Option:


 


		1.4.1	Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution
shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);



 


		1.4.2	Party B shall obtain written statements from the other shareholders of Party B giving consent to
the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.



 


		1.4.3	Party B shall execute an equity interest transfer contract with respect to each transfer with Party
A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase
Option Notice regarding the Optioned Interests;



 




    3 


     


    

 


		1.4.4	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government
licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or
the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered
owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include
securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right
to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created
by this Agreement, Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney. "Party B's Equity Interest
Pledge Agreement" as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party
A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s
Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof
granting Party A with power of attorney and any modification, amendment and restatement thereto.



 


		1.5	Payment



 


The Parties have agreed in the
Loan Agreement that any proceeds obtained by Party B through the transfer of its equity interests in Party C shall be used for
repayment of the loan provided by Party A in accordance with the Loan Agreement. Accordingly, upon exercise of the Equity Interest
Purchase Option, Party A may elect to make payment of the Equity Interest Purchase Price through cancellation of the outstanding
amount of the loan owed by Party B to Party A, in which case Party A shall not be required to pay any additional Equity Interest
Purchase Price to Party B, unless the Total Equity Interest Purchase Price set forth herein is required to be adjusted in accordance
with applicable laws and regulations.


 




    4 


     


    

 


		2.	Covenants 



 


		2.1	Covenants regarding Party C 



 


Party B (as
the shareholders of Party C) and Party C hereby covenant as follows:


 


		2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or
amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of
registered capital in other manners;



 


		2.1.2	They shall maintain Party C's corporate existence in accordance with good financial and business
standards, obtain and maintain all necessary government licenses and permits and practice by prudently and effectively operating
its business and handling its affairs;



 


		2.1.3	Without the prior written consent of Party A, they shall not at any time following the date hereof,
sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues
of Party C, or allow the encumbrance thereon of any security interest;



 


		2.1.4	Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer
the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii)
debts disclosed to Party A for which Party A's written consent has been obtained;



 




    5 


     


    

 


		2.1.5	They shall always operate all of Party C's businesses during the ordinary course of business to
maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;



 


		2.1.6	Without the prior written consent of Party A, they shall not cause Party C to execute any major
contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding
RMB500,000 shall be deemed a major contract);



 


		2.1.7	Without the prior written consent of Party A, they shall not cause Party C to provide any person
with any loan or credit;



 


		2.1.8	They shall provide Party A with information on Party C's business operations and financial condition
at Party A's request;



 


		2.1.9	If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets
and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate
similar businesses;



 


		2.1.10	Without the prior written consent of Party A, they shall not cause or permit Party C to merge,
consolidate with, acquire or invest in any person;



 


		2.1.11	They shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to Party C's assets, business or revenue;



 




    6 


     


    

 


		2.1.12	To maintain the ownership by Party C of all of its assets, they shall execute all necessary or
appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary
and appropriate defenses against all claims;



 


		2.1.13	Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner
distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all
distributable profits to its shareholders; and



 


		2.1.14	At the request of Party A, they shall appoint any persons designated by Party A as the director(s)
of Party C.



 


		2.1.15	Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates.







 


		2.1.16	Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior
written consent by Party A.



 


		2.2	Covenants of Party B 



 


Party B
hereby covenants as follows:


 


		2.2.1	Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose
of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance
thereon, except for the interest placed in accordance with Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney;



 




    7 


     


    

 


		2.2.2	Party B shall cause the shareholders' meeting and/or the director(s) of Party C not to approve
the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in
Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party
A, except for the interest placed in accordance with Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney;



 


		2.2.3	Party B shall cause the shareholders' meeting or the director(s) of Party C not to approve the
merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of
Party A;



 


		2.2.4	Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;



 


		2.2.5	Party B shall cause the shareholders' meeting or the director(s) of Party C to vote their approval
of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested
by Party A;



 


		2.2.6	To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary
or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary
and appropriate defenses against all claims;



 


		2.2.7	Party B shall appoint any designee of Party A as the director(s) of Party C, at the request of
Party A;



 




    8 


     


    

 


		2.2.8	Party B hereby waives its right of first of refusal to transfer of equity interest by the other
existing shareholders of Party C to Party A (if any); and



 


		2.2.9	Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party
A or any other person designated by Party A to the extent permitted under applicable PRC laws.



 


		2.2.10	Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or
separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from
any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining
rights with respect to the equity interests subject to this Agreement hereunder or under the Equity Interest Pledge Agreement among
the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except
in accordance with the written instructions of Party A.



 


		3.	Representations and Warranties 



 


Party B and Party C hereby represent and warrant to Party
A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:


 




    9 


     


    

 


		3.1	They have the authority to execute and deliver
this Agreement and any equity interest transfer contracts to which they are parties concerning the Optioned Interests to be transferred
thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts.
Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise
of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will
constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;







 


		3.2	Party B and Party C have obtained any and all approvals and consents from government authorities
and third parties (if required) for execution, delivery and performance of this Agreement.



 


		3.3	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under
this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent
with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts
or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments
to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued
effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of
additional conditions to any licenses or permits issued to either of them;



 


		3.4	Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's
Equity Interest Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity
interests;







 


		3.5	Party C has a good and merchantable title to all of its assets, and has not placed any security
interest on the aforementioned assets;



 




    10 


     


    

 


		3.6	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course
of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.



 


		3.7	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and



 


		3.8	There are no pending or threatened litigation, arbitration or administrative proceedings relating
to the equity interests in Party C, assets of Party C or Party C.



 


		4.	Effective Date 



 


This Agreement shall become effective
upon execution by the Parties, and remain effective until all equity interests held by Party B in Party C have been transferred
or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.


 


		5.	Governing Law and Resolution of Disputes 



 


		5.1	Governing law 



 


The execution, effectiveness, construction,
performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws
of PRC.


 


		5.2	Methods of Resolution of Disputes 



 


In the event of any dispute with
respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations.
In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties
for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic
and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted
in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.


 




    11 


     


    

 


		6.	Taxes and Fees 



 


Each Party shall pay any and all
transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection
with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions
contemplated under this Agreement and the Transfer Contracts.


 


		7.	Notices 



 


		7.1	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which
notices shall be deemed to have been effectively given shall be determined as follows:



 


		7.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.



 


		7.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful
transmission (as evidenced by an automatically generated confirmation of transmission).



 




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		7.2	For the purpose of notices, the addresses of the Parties are as follows:



 


		Party A:	Beijing Yangguang Gudi Science Development Co.,
Ltd.



		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing



		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		Party B:	Haoyong Yang



		Address:	 



		Phone:	 



		Facsimile:	 



 


		Party C:	Beijing Shan Jing Ke Chuang Network Technology
Co., Ltd.






		Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing






		Attn:	Jinbo Yao



		Phone:	+8610 64435588-8888



		Facsimile:	+8610-64459926



 


		7.3	Any Party may at any time change its address for notices by a notice delivered to the other Parties
in accordance with the terms hereof.



 




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		8.	Confidentiality



 


The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information
exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information.
Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the
other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that:
(a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the
obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court
or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels
or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels
or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure
of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential
information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination
of this Agreement for any reason.


 


		9.	Further Warranties



 


The Parties agree to promptly execute documents that
are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further
actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.


 




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		10.	Breach of Agreement



 


		10.1	If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall
have right to terminate this Agreement and require the Party B or Party C to compensate all damages; this Section 10 shall not
prejudice any other rights of Party A herein;



 


		10.2	If Party A conducts any breach of any term of this Agreement, Party B or Party C shall not terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


Any amendment, change and supplement
to this Agreement shall require the execution of a written agreement by all of the Parties.


 


		11.2	Entire agreement



 


Except for the amendments, supplements
or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached
by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations,
representations and contracts reached with respect to the subject matter of this Agreement.


 


		11.3	Headings



 


The headings of this Agreement
are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.


 






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		11.4	Language



 


This Agreement is written in both
Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict
between the Chinese version and the English version, the Chinese version shall prevail.


 


		11.5	Severability



 


In the event that one or several
of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or
compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions
with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic
effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 


		11.6	Successors



 


This Agreement shall be binding
on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.


 


		11.7	Survival



 


		11.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or
early termination of this Agreement shall survive the expiration or early termination thereof.



 




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		11.7.2	The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement.



 


		11.8	Waivers



 


Any Party may waive the terms and conditions of this
Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by
any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect
to any similar breach in other circumstances.


 



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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive
Option Agreement as of the date first above written.


 


	Party A:	Beijing Yangguang Gudi Science Development Co., Ltd.	 
	 	 	 
	By:	/s/ Haoyong Yang	 
	Name:	Haoyong Yang	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Haoyong Yang	 
	 	 	 
	By:	/s/ Haoyong Yang	 
	 	 	 
	Party C:	Beijing Shan Jing Ke Chuang Network Technology Co., Ltd.	 
	 	 	 
	By:	/s/ Yang Liu	 
	Name:	Yang Liu	 
	Title:	Legal Representative