Exhibit 4.19


 


GOLIATH INTERNET OPPORTUNITIES, L.P.

SUBSCRIPTION AGREEMENT


 


Goliath Internet Opportunities L.P.


Maples Corporate Services Limited

Ugland House


PO Box 309


South Church Street


George Town, Grand Cayman


KY1-1104, Cayman Islands


 


Goliath Internet Opportunities


Office of Sertus Incorporations (Cayman)
Limited,


Sertus Chambers


P.O. Box 2547


Cassia Court


Camana Bay, Grand Cayman


Cayman Islands


 


Ladies and Gentlemen,


 


The undersigned investor
(the “Investor”) hereby applies to become a limited partner (a “Limited Partner”) of Goliath
Internet Opportunities, L.P., a Cayman Islands exempted limited partnership (the “Fund”), on the terms and conditions
set forth in these subscription documents (which includes this Subscription Agreement, together with any amendments or supplements
thereto, being herein called the “Subscription Agreement”) (collectively, these “Subscription Documents”).
Reference is made to the Amended and Restated Agreement of Exempted Limited Partnership of the Fund (the “Partnership
Agreement”) made between Goliath Fund Management, an exempted company incorporated in the Cayman Islands, as general
partner (the “General Partner”), the Cornerstone Limited Partners, the Withdrawing Limited Partner and the other
Limited Partners from time to time named on Annex A therein, which has been furnished to the Investor and is incorporated by reference
in its entirety in this Subscription Agreement and which together form one agreement. By executing this Subscription Agreement,
the Investor agrees with the General Partner (for itself and as agent and attorney for each existing Limited Partner) to be, and
upon acceptance of this Subscription Agreement shall be, irrevocably bound as a Limited Partner of the Fund by the terms, provisions
and requirements applicable to Limited Partners as set forth herein and in the Partnership Agreement. Capitalized terms used, but
not defined, herein shall have the respective meanings given to them in the Partnership Agreement.


 


1.            Subscription.


 


(a)          The
Fund will be governed by the Partnership Agreement in the form delivered herewith, and as the same may be modified in accordance
with the terms of any amendment thereto. Goliath Fund Management, an exempted company incorporated in the Cayman Islands, is the
Fund’s General Partner.


 




     


     


    

 


(b)          Subject
to the terms and conditions of this Subscription Agreement and the Partnership Agreement:


 


(i)          the
General Partner, on behalf of the Fund, agrees to sell to the Investor and the Investor, in reliance on the representations and
warranties of the General Partner contained in section 4 of this Subscription Agreement, irrevocably subscribes for and agrees
to purchase an Interest in the Fund;


 


(ii)         the
Investor, in reliance on the representations and warranties of the General Partner contained in section 4 of this Subscription
Agreement, agrees to become a limited partner of the Fund (a “Limited Partner”); and


 


(iii)        the
General Partner, on behalf of the Fund (and as agent and attorney for each existing Limited Partner), agrees that the Investor
shall be admitted as a Limited Partner, in consideration for the Investor’s agreement to be bound by the terms and provisions
of the Subscription Agreement and the Partnership Agreement, with a Capital Commitment in the amount equal to the amount set forth
on the executed signature page at the end of this Subscription Agreement (the Investor’s “Capital Commitment”).


 


(c)          The
Investor hereby agrees to furnish the General Partner (or its designee), upon request, with all information that the General Partner
may hereafter reasonably require in order to make any tax related determination and/or to claim on behalf of the Investor certain
tax benefits.


 


(d)          The
Investor hereby agrees that it will properly execute and provide to the Fund or General Partner in a timely manner any and all
tax documentation that may be reasonably required by the General Partner in connection with the Fund (including, without limitation,
an IRS Form W-9 or W-8, as applicable).


 


2.            Adoption
of Partnership Agreement.


 


(a)          Each
of the Investor and the General Partner, on behalf of itself and the Partnership, hereby accepts, adopts, and agrees to be bound
by each and every provision contained in the Partnership Agreement, and the Investor agrees to become a Limited Partner thereunder.


 


(b)          The
obligations of each party set forth in this Subscription Agreement are separate from the rights and obligations of such party under
the Partnership Agreement and may be enforced in full in accordance with the terms of this Subscription Agreement and the Partnership
Agreement.


 


(c)          The
General Partner hereby agrees, covenants and understands that (i) all documents pertaining to this investment will be made available
for inspection by the Investor, and (ii) the books and records of the Fund will be available for inspection by the Investor in
accordance with the terms of the Partnership Agreement.


 


3.          Certain
Acknowledgments and Agreements of the Parties.


 


(a)          The
Investor hereby authorizes, and agrees to, the use of electronic mail, for the transmittal of all documents required to be delivered
by, or on behalf of, the Fund to the Investor under applicable law or regulation and pursuant to the Partnership Agreement and
the Subscription Documents, including, but not limited to, notices as contemplated by the “Notices” provision in the
Partnership Agreement. The Investor acknowledges and agrees that the General Partner will deliver documents sent by electronic
mail to the address set forth in the Investor Questionnaire, unless otherwise notified by the Investor in writing. Sections 8 and
19(3) of the Electronic Transactions Law (2003 Revision) of Cayman Islands shall not apply to this Subscription Agreement.


 




     


     


    

 


(b)          Subject
to the provisions on indebtedness contained in the Partnership Agreement, the General Partner shall have the right, at its option,
to cause the Partnership to borrow money from any Person, or to guarantee loans or other extensions of credit for the purpose of
(i) providing interim financing to cover Partnership Expenses or (ii) providing interim financing to the extent necessary to consummate
the purchase of Portfolio Investments in either case prior to the receipt of Capital Contributions. Such Indebtedness may be secured
by a pledge of the Partnership's interests in Securities or any other investments made or other property held by the Partnership.


 


4.           Representations
and Warranties.


 


(a)         The
General Partner represents and warrants that each of the following shall be true and correct as of the date hereof:


 


(i)          The
Partnership is duly formed and validly existing as an exempted limited partnership under the laws of the Cayman Islands and, subject
to applicable law, has all requisite partnership power and authority to carry on its business as now conducted and as proposed
to be conducted. The General Partner is duly formed and validly existing as a Cayman Islands exempted company with limited liability
and, subject to applicable law, has all requisite limited liability company power and authority to act as general partner of the
Partnership and to carry out the terms of this Subscription Agreement and the Partnership Agreement applicable to it.


 


(ii)         The
execution and delivery of this Subscription Agreement has been authorized by all necessary action on behalf of the Partnership
and this Subscription Agreement, once executed and delivered, will be a legal, valid and binding obligation of the Partnership,
enforceable against the Partnership in accordance with its terms. The execution and delivery by the General Partner of the Partnership
Agreement has been authorized by all necessary action on behalf of the General Partner and the Partnership Agreement, once executed
and delivered, will be a legal, valid and binding agreement of the General Partner, enforceable against the General Partner in
accordance with its terms.


 


(iii)        The
execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict
with or result in any violation of or default under any provision of the Partnership Agreement, or any agreement or other instrument
to which the Partnership is a party or by which it or any of its properties is bound, or any permit, franchise, judgment, decree,
statute, order, rule or regulation applicable to the Partnership or its business or properties. The execution and delivery of the
Partnership Agreement and the consummation of the transactions contemplated thereby will not conflict with or result in any violation
of or default under any provision of the memorandum and articles of association and other organizational documents of the General
Partner, or any agreement or instrument to which the General Partner is a party or by which it or any of its properties is bound,
or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the General Partner or its businesses
or properties


 




     


     


    

 


(b)          The
Investor understands that Sidley Austin LLP acts as counsel for only the General Partner, the Manager and their respective Affiliates,
and Maples and Calder acts as Cayman Islands counsel for only the Fund and the General Partner, and no attorney-client relationship
exists between any such firm and any other person by reason of such person making an investment in the Fund.


 


(c)          The
Investor understands and acknowledges that: the investment in the Fund is subject to restrictions on sales, transfers and withdrawals
as set forth in the Partnership Agreement and the Investor must bear the economic risk of its investment in the Interest until
the termination of the Fund or otherwise ceases to be a Limited Partner in the Fund.


 


(d)          The
Investor is aware and acknowledges that: (i) the Fund does not have any operating history as of July, 2015; (ii) the Interest involves
a substantial degree of risk of loss of the Investor’s entire investment and there is no assurance of any income from any
such investment; and (iii) because there are substantial restrictions on the transferability of the Interests it may not be possible
for the Investor to liquidate such Investor’s investment readily in any event, including in case of an emergency.


 


(e)          The
Investor has the power and authority to enter into this Subscription Agreement and each other document required to be executed
and delivered by the Investor in connection with this subscription for Interests, and to perform its obligations hereunder and
thereunder and consummate the transactions contemplated hereby and thereby and the person signing this Subscription Agreement on
behalf of the Investor has been duly authorized to execute and deliver this Subscription Agreement and each other document required
to be executed and delivered by the Investor in connection with this subscription for Interests.


 


(f)          The
Investor maintains its domicile, and is not merely a transient or temporary resident, at the residence address shown in the Investor
Questionnaire.


 


(g)          The
Investor agrees that if it determines to transfer or assign all or any portion of its Interest pursuant to the provisions
hereof and subject to the Partnership Agreement, it will cause its proposed transferee to agree to the transfer restrictions set
forth herein and to make the representations set forth herein.


 


(h)          The
Investor is a non-“United States person” as defined in Appendix A attached hereto. The Investor is not acquiring any
portion of the Interest by or on behalf of, nor will the Investor hold the Interest for the account or benefit of, directly or
indirectly, or engage in any derivative transaction relating to the Fund or the Interest with, any “United States person”.


 


(i)          The
Investor has not been solicited to purchase the Interest while present in the United States, its territories or possessions, nor
have the funds to be utilized for such purchase been obtained from any “United States person.”


 


5.           Payment
of Subscription.


 


The Fund expects that
the first Drawdown will occur on a date that is (x) as soon as practicable after the date hereof, and (y) on the closing date of,
and conditional upon the consummation of, the first Portfolio Investment. Subject to the terms and conditions set forth in the
Partnership Agreement, the Fund may hold a Secondary Closing and one or more Subsequent Closings from time to time not less than
9 months after the Initial Closing for the purpose of accepting additional subscriptions for Interests from existing and/or new
Limited Partners. The Fund generally expects Capital Commitments to be drawn down from time to time, as determined by the General
Partner in accordance with each Limited Partner’s Pro Rata Share.


 




     


     


    

 


6.            General.


 


This Subscription Agreement
shall be binding upon the Investor and the heirs, personal representatives, successors and assigns of the Investor. The Investor
agrees that neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder may be transferred or
assigned without the consent of the General Partner, which may be granted or withheld in its good faith discretion. Notwithstanding
the place where this Subscription Agreement may be executed by any of the parties, the parties expressly agree that all terms and
provisions hereof shall be governed, construed and enforced solely under the laws of the Cayman Islands without reference to any
principles of conflicts of law. This Subscription Agreement shall survive the admission of the Investor to the Fund.


 


7.            Jurisdiction.


 


The Investor irrevocably
consents and agrees that any dispute or claim with respect to this Subscription Agreement and any action for enforcement of any
judgment in respect thereof (a "Dispute") will be resolved by final and binding arbitration in accordance with
the Rules of Arbitration of the International Chamber of Commerce (“ICC”) in accordance with the law and not
ex aequo et bono, the number of arbitrators shall be three, the seat of the arbitration shall be in Hong Kong and the language
to be used in the arbitral proceedings shall be English. Each of the General Partner and the Advisory Board shall be entitled to
nominate one arbitrator, and the chairman shall be chosen by the two arbitrators nominated by the General Partner and the Advisory
Board. If the chairman is not chosen by the two arbitrators within 30 days of the date of appointment of the later of the two party
nominated arbitrators, the chairman shall be nominated by the ICC International Court of Arbitration (“ICC Court”).
No party shall be required to give general discovery of documents, but may be required to produce specific, identified documents
which are relevant to the Dispute. Any right to refer any question of law and any right of appeal on the law or the merits to any
court is waived. Nothing in this section 8 shall be construed as preventing any party to a Dispute from seeking interim relief
in any court of competent jurisdiction. Any party shall have the right to have recourse to and shall be bound by the pre-arbitral
referee procedure of the ICC in accordance with its Rules for Pre-Arbitral Referee Procedure. By execution and delivery of this
Subscription Agreement, each Limited Partner hereby submits to and accepts for itself and in respect of its property, generally
and unconditionally to the fullest extent permitted by law, the exclusive dispute resolution jurisdiction of the arbitral body.
Each party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid
Disputes arising out of or in connection with this Subscription Agreement brought in the arbitral body referred to above and hereby
further irrevocably waives and agrees not to plead or claim in any court that any such Dispute brought in accordance with this
section 8 has been brought in an inconvenient forum. Nothing in this section shall be deemed to constitute a consent or waiver
with respect to any matter not specifically referred to herein.


 


8.            Disclosure
Authorization; Certain Confidentiality Override.


 


By executing this Subscription
Agreement, the Investor authorizes the Fund (or its delegate, on behalf of the Fund) to utilize and to provide information regarding
the Investor’s account, including information for reporting of tax withholding, to intermediaries, such as the General Partner,
the Manager, the Fund’s legal counsel and withholding agents, or any of their respective designees, and agrees to allow each
of the Fund, the General Partner and the Manager to divulge the name of such Investor or provide information with respect to such
Investor if it is so required by application of law, regulation, judicial process, at the request of a regulator, self-regulatory
body or governmental entity having jurisdiction over the Fund. The Investor also expressly authorizes the Fund, the General Partner
and the Manager or any of their respective designees to provide copies of any tax or tax-related documentation arising out of or
related to the Investor’s investment in the Fund (including, without limitation, returns, withholding statements, information
filings or requests) to any financial advisors, investment managers, agents, representatives, attorneys, accountants, tax advisors,
consultants of the Investor or other Persons that provide services to, or otherwise advise, the Investor on a "need to know"
basis; provided that such parties shall keep such information confidential.


 




     


     


    

 


9.            Severability.


 


If any provision of
this Subscription Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable,
such invalidity or unenforceability shall not affect the other provisions of this Subscription Agreement which shall remain in
full force and effect.


 


10.          Certain
Interpretative Matters. 


 


Any phrase introduced
by the term “including” or any similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms.


 


11.          Withholding;
Information Reporting; FATCA.


 


The Investor acknowledges
and agrees that:


 


(a)          the
Fund is required to comply with the provisions of FATCA;


 


(b)          it
will provide, in a timely manner, such information regarding the Investor and its beneficial owners and such forms or documentation
as may be requested from time to time by the Fund (whether by the General Partner or other agents such as the Manager) to enable
the Fund to avoid or reduce any withholding under FATCA (or any other applicable law) and comply with the requirements and obligations
imposed on it pursuant to FATCA (or any other withholding or information reporting laws), specifically, but not limited to, forms
and documentation which the Fund may require to determine whether or not the relevant investment is a "US Reportable Account"
(or equivalent under any other FATCA regime) and to comply with the relevant due diligence procedures in making such determination;


 


(c)          any
such forms or documentation requested by the Fund, the General Partner or any of their agents pursuant to paragraph (b), or any
financial or account information with respect to the Investor's investment in the Fund, may be disclosed to the Cayman Islands
Tax Information Authority (or any other governmental body which collects information in accordance with FATCA or any other applicable
withholding or information reporting regime) and to any withholding agent;


 


(d)          to
the extent permitted by law, it waives, and/or shall cooperate with the Fund and the General Partner to obtain a waiver of, the
provisions of any law which:


 


(i)          prohibit
the disclosure by the Partnership, the General Partner or by any of their agents, of the information or documentation requested
from the Investor pursuant to paragraph (b); or


 


(ii)         prohibit
the reporting of financial or account information by the Fund, the General Partner or any of their agents required pursuant to
FATCA; or


 


(iii)        otherwise
prevent compliance by the Fund with its obligations under FATCA;


 




     


     


    

  


(e)          if
it provides information and documentation that is in anyway misleading, or it fails to provide the Fund, the General Partner or
any of their agents with the requested information and documentation requested pursuant to paragraph (b), the General Partner reserves
the right (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership
or its investors being subject to withholding tax or other penalties):


 


(i)          to
take any action and/or pursue all remedies at its disposal including, without limitation, compulsory redemption or withdrawal of
the Investor; and


 


(ii)         to
hold back from any redemption proceeds, or to deduct from the Investor's applicable account, any liabilities, costs, expenses or
taxes caused (directly or indirectly) by the Investor's action or inaction; and


 


(f)          it
shall have no claim against the Fund, the General Partner or any of their agents, for any form of damages or liability as a result
of actions taken or remedies pursued by or on behalf of the Fund in order to comply with FATCA.


 


(g)          The
Investor hereby indemnifies the Fund, the General Partner, and the Manager, and each of their respective principals, members, managers,
officers, directors, shareholders, employees and agents and agrees to hold them harmless from and against any FATCA (or other withholding
or information reporting) related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses)
penalties or taxes whatsoever which the Fund, General Partner and/or Investment Manager may incur as a result of any action or
inaction (directly or indirectly) of the Investor (or any related person) described in paragraphs (b) to (f) above. This indemnification
shall survive the Investor’s death or disposition of its Interests in the Fund.


 


For the purposes of this provision,
FATCA means:


 


(i)          sections
1471 to 1474 of the U.S. Internal Revenue Code of 1986 and any associated legislation, regulations or guidance, or similar legislation,
regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting and/or withholding tax regimes;


 


(ii)         any
intergovernmental agreement, treaty, regulation, guidance or any other agreement between the Cayman Islands (or any Cayman Islands
government body) and the US, the UK or any other jurisdiction (including any government bodies in such jurisdiction), entered into
in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in paragraph (i);
and


 


(iii)        any
legislation, regulations or guidance in the Cayman Islands that give effect to the matters outlined in the preceding paragraphs.


 


12.          Third
Parties.


 


A person who is not
a party to this Subscription Agreement may not, in its own right or otherwise, enforce any term of this Subscription Agreement. 
Notwithstanding any other term of this Subscription Agreement, the consent of any person who is not a party to this Subscription
Agreement is not required for any amendment to, or variation, release, rescission or termination of this Subscription Agreement.


 




     


     


    

  


13.          AML.


 


The Investor represents
and warrants that the Interest is to be purchased with funds that are from legitimate sources in connection with the Investor’s
regular business activities and which do not constitute the proceeds of criminal conduct or criminal property within the meaning
given in the Proceeds of Crime Law (2014 Revision) of the Cayman Islands and the Regulations or Guidance Notes issued pursuant
thereto, further, the Investor acknowledges and understands that if any person resident in the Cayman Islands knows or suspects
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism
or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in
the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge
or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2014 Revision)
of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of
constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2011 Revision) of the Cayman Islands,
if the disclosure relates to involvement with terrorism or terrorist financing and property and any such report shall not be treated
as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise and the
fact of such disclosure shall not give rise to any liability for the disclosure.


 


14.          Privacy
Policy


 


The Fund, the General
Partner and the Manager may obtain non-public personal information about you from this Subscription Agreement and related forms
including without limitation (i) name, address, assets, income, and investment experience; (ii) information about client and investor
transactions (for example, account activity and balances); and (iii) information from other third-party sources (which, for example,
may include credit reporting agencies). Telephone calls and other electronic communications with the Fund, the General Partner
and the Manager may also be monitored or recorded. No such information will be disclosed except in the course of processing subscriptions,
transfers, reports and otherwise administering the Fund, or as permitted by law, for compliance with applicable laws, or as required
by law of relevant government or administrative authority and then, to the extent reasonably possible, only subject to customary
undertakings of confidentiality. Such information may also be revealed to government agencies, as necessary and permissible under
applicable laws, in connection with legal proceedings in compliance with any applicable law, or otherwise to assert and protect
legal interests or as part of a corporate transaction with a successor or affiliate. Such information may be made available to
outside service providers, outside counsel, auditors, and other independent professionals for these purposes. Such information
may be transferred internationally for these purposes, including to the US and other countries which the European Union has deemed
do not provide “adequate” protections. This same policy will apply regardless of the international transfer or processing
of such information. No such information is shared with unaffiliated third-parties for their marketing purposes.


 


Appropriate physical,
electronic and procedural controls are maintained to safeguard such information. These standards are reasonably designed to:


 


		a)	ensure the security and confidentiality of your records and information;



 


		b)	protect against any anticipated threats or hazards to the security or integrity of your records
and information; and



 


		c)	protect against unauthorized access to or use of your records or information that could result
in substantial harm or inconvenience to you.



 




     


     


    

 


Written notice and
consent will be sought for any retroactive application of any material changes to this policy. You have a right to access the personal
information about them and to request the correction of any error in relation to their personal information or to object to the
processing of their personal information. You may exercise any of the above rights or obtain further information about the use
of their personal information by contacting the General Partner or the Manager.


 




     


     


    

 


IN WITNESS WHEREOF, the
undersigned Investor has executed and unconditionally delivered this Subscription Agreement as a deed on the date set forth below.


 


Subscription – Goliath Internet Opportunities,
L.P.:


 





Total Capital Commitment: U.S. $159,132,492.13












 


	ENTITY INVESTOR:	 	INDIVIDUAL INVESTOR:
	 	 	 
	Dream Wizard Inc.	 	 
	(Print Name of Entity)	 	(Print Name)
	 	 	 
	By: 	/s/ Jinbo Yao	 	 
	(Signature)	 	(Signature)
	 	 	 
	Jinbo Yao         Director	 	 
	(Print Name and Title)	 	(Date)
	 	 	 
	 	 	 
	(Date)	 	 
	 	 	 
	WITNESSED BY:	 	WITNESSED BY:
	 	 	 
	Yi Chen	 	 
	(Print Name)	 	(Print Name)
	 	 	 
	/s/ Yi Chen	 	 
	(Signature)	 	(Signature)
	 	 	 
	 	 	 
	(Date)	 	(Date)


 




     


     


    

 


INVESTOR NAME: Dream Wizard Inc.


 


ACCEPTANCE
OF SUBSCRIPTION


 


The undersigned, on behalf of the General
Partner, hereby accepts the above subscription for Interests on behalf of the Fund and signs and unconditionally delivers this
Acceptance of Subscription as a deed. In doing so, the General Partner for itself and as attorney for each Limited Partner agrees
with the Investor that it shall be admitted as a Limited Partner to be bound by the terms of the Partnership Agreement.


 


GOLIATH INTERNET OPPORTUNITIES, L.P.


BY: GOLIATH FUND MANAGEMENT


 


 


	By:	/s/ Fabing Qu	 
	Name:	Fabing Qu	 
	Title:	Director	 
	Date:	 	 


 


Amount of Subscription Accepted: U.S.
$159,132,492.13


 


WITNESSED BY:


 


	TING CHEN	 
	(Print Name)	 
	 	 
	/s/ Ting Chen	 
	(Signature)	 
	 	 
	 	 
	(Date)