Exhibit 10.4


 


Aerkomm-
Yihe Culture Cooperation Framework Agreement


 


Party
A: Aerkomm Inc. and all the subsidiaries under its control


Address:
44043 Fremont Blvd., Fremont, CA 94538, USA


Contact:
Jeffrey Wun


Tel.:
+1 415-722-3642


Hereinafter
referred to as Party A






Party
B: Shenzhen Yihe Culture Media Co., Ltd.


Address:
12F, Tower C, NEO Building, No. 6011, Shennan Avenue, Futian District, Shenzhen


Contact:
Long Jing


Tel.:
+86-18676796224


Hereinafter
referred to as Party B

 





 



 


Shenzhen
Yihe Culture Media Co., Ltd. is the authorized agent of Guang Dong Tengnan Internet Information Technology Co., Ltd. (Tencent
Cantonese Web). Party A hereby entrusts Party B with the tasks as specified in the Strategic Cooperation Agreement with Tencent
Cantonese Web pursuant to Party A’s requirements. After friendly negotiation, Party A entrusts Party B with the tasks concerning
its cooperation with Tencent Cantonese Web, and both parties reach the agreement as follows:


 


Party
A’s Rights and Obligations 


Party
A shall be responsible for preparing the relevant company information, and setting up communication channel among the product
research and development teams.


 


Party
A shall promise that the cooperation includes Party A’s information release and rights and interests of campaigns during
the effective period of these Frame Agreement. Party A shall guarantee that the publicity materials provided by Party A are objective
and true, and do not infringe upon the legitimate rights and interests of the others, including but not limited to the right of
reputation, copyright, portrait right, trademark right, etc. Otherwise, Party A shall be responsible for the related dispute,
and if it causes losses to Party B, Party A shall be liable for damages within the scope of its liability.


 


Party
B’s Rights and Obligations 


Party
B shall promote the development of strategic cooperation between Aerkomm Inc. and Guangdong Tengnan Internet Technology Co., Ltd.
within the effective period of the Agreement.


 


Within
the effective period of the Agreement, Party B shall assist Party A in all the work of public relations such as the market and
brand promotion, as well as influence establishment in China, excluding Hong Kong, Macao and Taiwan, including but not limited
to news dissemination, creative planning and support of campaigns, financial public relations, etc. Meanwhile, Party B shall provide
the following as the basis for cooperation:


 






     

     


    

 


Part
I Details of Cooperation 


 


1.
Effective period of the Agreement: from June 15, 2018 to June 15, 2019. The Agreement is exclusive, during the effective period
of the Agreement, both parties herein shall not cooperate with any other third party on the Aerkomm related business or other
similar business involved in this Agreement. In addition, both parties herein agree that either party herein has the right of
first refusal to renew the Agreement.


 


2.
The price of the Agreement is the basic charges for the cooperation. If it is not enough during the effective period of the agreement,
it can be added separately after negotiation between both parties and confirmed with written.


 


	 	Scope
    of Service	Items
    
	Details
    of cooperation 	Advertisement
    of Tencent Cantonese Web	Core
    advertisements of Tencent Cantonese Web shall be selected and spread widely, so as to increase the brand recognition of the
    Company among the users in Guangdong.  
	Payment
    solution development 	The
    internet advantages of Tencent, such as WeChat Pay, shall be utilized to realize the comprehensive payment solution for Aerkomm’s
    products used on airplane.
	Development
    of WeChat mini programs	The
    WeChat applets that are applicable for Chinese users shall be developed to realize the rapid interconnection between cell
    phone and the WiFi on airplane and the cell phone’s automatic login-in of free WiFi on airplane. 
	Product
    cooperation 	Based
    on the product demands of Aerkomm, the entertainment service on the airplane shall be enriched by exploring the numerous product
    cooperation of Tencent in the field of internet, to create a closed loop for users’ experience. Tencent film, Tencent
    news, Tencent sports, Tencent cartoon, Tencent literature, QQ music, QQVR, including the software system such as CDN gateway
    etc., shall be provided for the users on airplane.      
	Building
    Intelligence Solutions on airplane 	By
        continuously exploring and relying on the two social media applications Tencent QQ and Tencent WeChat, as well as the
        two platforms (with original content created by Tencent) - Tencent news and Tencent Video, taking advantage of Tencent’s
        100 billion data and the brand’s powerful content influence to create a scene of organic online and offline combination;
        what’s more, Tencent games will bring the entertainment on airplane to a brand-new level.

        Through
        Aerkomm on-plane system, Tencent users can enjoy an exclusive free WiFi connection, with free access to all the audio,
        video and diverse services provided by all Tencent platforms, as well as a variety of new experiences in life.

        Cooperate
        with Aerkomm on the basis of years of deep plough in the domestic market in China by Tencent and Tencent Cantonese Web,
        to explore the advertisement development and advertising solutions that are applicable for domestic market in China.

	Brand
    spreading 	All-year-round
    media cooperation support, including but not limited to news dissemination, creative planning and support of campaigns, financial
    and public relations, etc., 
	Price
    for cooperation 	RMB
    8,000,000.00


 






    	 	2	 



     


    

 


Part
II Payment 


 


1.
[Payment] Party A shall pay RMB 2,000,000.00 [Two MillionRen Min Bi] after this Agreement is signed and before June
30, 2018 and pay the remaining RMB 6,000,000 (Six Million Ren Min Bi) before August 15, 2018. The total of the two payments is
RMB 8,000,000 (Eight Million Ren Min Bi). Relevant payment shall be given to Party B’s designated account in RMB below.


 


[Bank
Account] designated by Party B 


Account
Name: Shenzhen Yihe Culture Media Co., Ltd. 


Beneficiary
Bank: China Merchants Bank Shenzhen Branch Weisheng Building Sub-branch


Account
No.: 755935217610902


 


2.
[Invoice] Party B shall, upon receiving the full payment, choose whether to issue the official invoice of equal amount
upon the demands of Party A. The invoice items shall be: the advertising service fee or the advertising release fee with the tax
rate of 6%.


 


Party
III Execution 


 


	1	[Advertising
                                         Resources and Price]



 


		1.1	Party
                                         A shall not transfer the advertising resources in this Framework Agreement, so as to
                                         put the advertisements of the direct customers not specified in this Agreement.



 


		1.2	Party
                                         B agrees to release some amount of internet advertisements free of charge, the amount
                                         of which is specified this Agreement (hereinafter referred to as “Complimentary advertisement”)



 


		1.2.1	Complimentary advertisements
                                         shall be applicable only to the customers under this Agreement.



 


		1.2.2	The
                                         complimentary resources shall be based on the quoted price of Tencent advertisement this
                                         year, and the non-complimentary resources are not allowed to be given free of charge.



 


		1.2.3	The
                                         complimentary advertisements cannot be used in advance. The complimentary advertisements
                                         must be released in the same quarter during which the corresponding single advertisement
                                         is paid under this Agreement according to the prescribed proportion. All the complimentary
                                         resources must be used within the validity period of this Agreement, and will not be
                                         released afterwards.



 






    	 	3	 



     


    

 


		1.3	Party
                                         A understands Party B may need to upgrade or revise the client or website as business
                                         needs. If Party A’s advertisements cannot be released due to the revision or change
                                         of advertising resources, Party B shall compensate Party A for the advertising resources
                                         of equal price to release Party A’s advertisements in time. Except that, Party
                                         A shall not require Party B to bear any other responsibilities if the advertisements
                                         cannot be released is due to necessary upgrade or revision on the client of website.



 


	2	[Advertisement
                                         release on schedule] Party B is obliged to release the advertisements on schedule
                                         as agreed in this Agreement. Party A agrees, except for the situation as stated in section
                                         Part III, 1.3 above, if Party A’s advertisements are interrupted or cannot be released
                                         caused by Party B, Party A can require Party B to provide the advertisement resources
                                         of equal price, to release the affected advertisements for the period of time that is
                                         twice as much as the delayed time, and require Party B to bear Party A’s direct
                                         losses. [Supply of Materials] Party A shall provide Party B with the advertising
                                         materials that fully meet the requirements of Party B within at latest 3 working days
                                         before the advertisement start to be released. Advertising materials must be reviewed
                                         and approved by Party B before release. If Party A fails to provide Party B with the
                                         advertising materials within 3 working days before the advertisement start to be released,
                                         Party B shall be entitled to postpone the advertisement release. If the advertising materials
                                         provided by Party A do not comply with the requirements in laws and regulations of People’s
                                         Republic of China, Party B has the right to cancel the advertisement release and require
                                         Party A to make corrections.



 


	3	[Review
                                         of Materials]



 


		3.1	Supply
                                         of qualifications. Party B has the right to require Party A to provide the relevant qualification
                                         certificates, including but not limited to: production or business certificate, license
                                         and other certificates issued by relevant government authorities; trademark registration
                                         certificate obtained in China and other certificates as specified in laws and regulations;
                                         authorization or approval documents concerning the information and intellectual property
                                         of others; if Party A is the subsidiary of its artificial person, Party A shall provide
                                         Party B with the authorized letter of attorney by the artificial person and the business
                                         license.



 


		3.2	Review
                                         of Materials



 


		3.2.1	The
                                         advertising materials provided by Party A shall comply with the provisions in the Advertisement
                                         Law of the Republic of China and other provisions specified in the relevant laws, administrative
                                         regulations, as well as rules and regulations issued by business administration departments
                                         at all levels and Party B’s advertisement review code.



 


		3.2.2	The
                                         dimension of the advertising materials provided by Party A shall be the same as the dimension
                                         specified in the advertisement quotation given by Party B. Party B has the right to refuse
                                         to release the materials with dimensional discrepancy, and requires Party A to make corrections
                                         accordingly.



 






    	 	4	 



     


    

 


		3.2.3	Party
                                         A shall guarantee that the advertising materials, pages and content provided by Party
                                         A will not violate the legal and social public moral standards, and not infringe upon
                                         the legal rights and interests of the others (except for the user’s avatar or nickname
                                         generated due to the logic of the released socialized advertisements). If the advertising
                                         materials, pages and content provided by Party A contain the elements that infringe upon
                                         Party B or Tencent’s rights and interests, or defame Party B or Tencent’s
                                         image, Party B has the right to refuse to release the relevant advertisements. If Party
                                         A’s advertisements are punished by the administrative or judicial authorities because
                                         of breach of law, Party B has the right to stop providing advertisement release services
                                         immediately. In addition, Party A shall take the corresponding legal and economic liabilities
                                         arising therefrom. If it causes losses to Party B, Party A shall compensate for
                                         the direct damages.



 


		3.2.4	Party
                                         A agrees, Party B has the right to check the advertising materials, advertising content
                                         and link pages provided by Party A (the content of the materials shall keep in line with
                                         the content in the link page), so as to avoid to the full extent that the advertising
                                         materials, pages and content contain the content that violate the provisions in the laws
                                         and regulations of the Republic of China, normative legal documents issued
                                         by the business administration departments in different areas, as well as Party B’s
                                         advertisement review code. However, if after reviewed by Party B, the advertising materials,
                                         pages and content still contain the content that violate the provisions in the laws and
                                         regulations of the Republic of China, normative legal documents issued by the
                                         business administration departments in different areas, Party A shall take the legal
                                         liabilities arising therefrom, which has nothing to do with Party B.



 


		3.2.5	If
                                         Party A intends to use the content that contains Tencent QQ image or the image of Tencent
                                         products in the advertising materials, Party A shall get the written approval from Tencent
                                         Company. Party B has the right to refuse to release the advertisements that contains
                                         the above content without the written approval from Tencent.



 


		3.2.6	If
                                         Party A modifies the content that has been checked and approved by Party B without the
                                         confirmation of Party B, Party B has the right to stop releasing the advertisement. If
                                         it happens three times (or more), Party B has the right to cancel this Agreement unilaterally.



 


		3.2.7	Party
                                         B has the right to stop issuing the advertisement immediately if Party A makes regional
                                         shielding of the contents approved by Party B through relevant technical means so that
                                         the content in part of the region or the whole region are not in conformity with the
                                         contents reviewed and approved by Party B.



 


	4	[Suspend
                                         of Virus-carrying Advertisements] If the link address of Party A’s advertisement
                                         suffers from the computer virus, Party B has the right to suspend the release of the
                                         advertisement, and inform Party A to kill the virus. The advertisement release can be
                                         resumed after Party A kills the virus for its server and Party B confirms the advertisement
                                         link is safe.



 






    	 	5	 



     


    

 


	5	[Audience
                                         Rating Data]



 


		5.1	Party
                                         B shall provide Party A with the audience rating data of the regular advertisements within
                                         five working days after the term of advertisement publication expires.



 


		5.2	Party
                                         B shall not need to provide the audience rating data of the complimentary advertisements
                                         herein.



 


		5.3	The
                                         range of exposure is limited to Chinese Mainland (not including Hong Kong, Macao and
                                         Taiwan), i.e. the advertisements will not be shown to the users whose IP addresses are
                                         not in Chinese Mainland. The IP address is based on the IP database issued by the IPB
                                         of Advertising Association.



 


		5.4	If
                                         there is CPM type advertisement to be released, the result of the audience rating data
                                         shall be based on: □ Party B’s audience rating data, or √ the audience
                                         rating data provided by the third party- advertisement audience rating data supervising
                                         company, which shall be confirmed by Party A and validated technically by Party B. If
                                         it is based on the audience rating data provided by the third party- advertisement audience
                                         rating data supervising company, which shall be confirmed by Party A and validated technically
                                         by Party B, Party A shall provide Party B with the third party’s audience rating
                                         supervising data within five working days each time after the advertisement is released.
                                         In addition, Party B has the right to require Party A to provide the latest audience
                                         rating supervising data from the third party during the period that the advertisement
                                         is released, and Party A shall provide Party B with the latest audience rating supervising
                                         data from the third party within five working days after receiving the written request
                                         from Party B. If Party A fails to provide Party B with the audience rating supervising
                                         data from the third party within the specified time, the audience rating data of the
                                         CPM type advertisement shall be based on the data provided by Party B.



 


Party
IV Others 


 


	1	[Force
                                         majeure] Force majeure refers to the events that are beyond the control of both parties,
                                         or the unexpected events, or the events that cannot be avoided even expected, and such
                                         events obstruct, affect or delay the performance of part of or all obligations by either
                                         party in this Agreement, including but not limited to government acts, earthquake, typhoon,
                                         flood, fire or other act of God, war, hacker attack, computer virus, network failure
                                         or other similar events. For the break of this agreement or delay arising from the force
                                         majeure, both parties do not need to bear the liability for compensation for each other,
                                         and Party B shall continue to release the advertisements after the force majeure disappears.



 


	2	[Termination]



 


The
Agreement shall be terminated in the event of the following circumstances:


 


		2.1	Both
                                         parties mutually agreed to terminate this Agreement in writing.



 


		2.2	Either
                                         party herein has the right to inform the other party of the unilateral termination of
                                         this Agreement in advance in case of the following circumstances and the agreement will
                                         be terminated on the date the other party received such written notice:



 


		2.2.1	The
                                         other party is going through the proceedings of bankruptcy liquidation or is doing liquidation
                                         on his own in accordance with the law.



 






    	 	6	 



     


    

 


		2.2.2	The
                                         main part or the business license of the other party is revoked, or the other party is
                                         dissolved.



 


		2.2.3	The
                                         other party is unable to continue to perform his obligations under this Agreement due
                                         to force majeure.



 


		2.3	Party
                                         B has the right to terminate this Agreement unilaterally in case of the following circumstances
                                         upon the receipt of such written notice by Party A:



 


		2.3.1	Party
                                         A’s payment is more than thirty (30) days overdue



 


		2.3.2	The
                                         advertising materials, pages or content provided by Party A violate the provisions in
                                         laws and regulations of People’s Republic of China, normative legal documents
                                         issued by the business administration departments in different areas, and Party A is
                                         penalized but refuses to make corrections within seven (7) days.



 


		2.3.3	The
                                         dimension and size of the advertising materials provided by Party A are not in accordance
                                         with the dimension and size specified in the advertisement quotation given by Party B,
                                         but Party A refuses to make corrections within seven (7) days;



 


		2.3.4	The
                                         advertising materials, pages or content provided by Party A infringe the lawful rights
                                         and interests of others, but Party A refuses to make corrections within seven (7) days;



 


		2.3.5	The
                                         advertising materials, pages and content provided by Party A contains the elements that
                                         infringe upon Party B or Tencent’s rights and interests, or defame Party B or Tencent’s
                                         image, but Party A refuses to make corrections within seven (7) days;



 


		2.3.6	The
                                         advertising materials, pages and content provided by Party A violate the provisions specified
                                         in the advertisement review code of Party B, but Party A refuses to make corrections
                                         within seven (7) days;



 


		2.3.7	Party
                                         A modifies the content that has been checked and approved by Party B without the confirmation
                                         of Party B, and it happens three times (or more).



 


		2.4	The
                                         termination of this Agreement ahead of time shall not affect the rights and obligations
                                         that come into existence in this Agreement before the date when this Agreement is terminated.



 


	3	[Business
                                         secrets] Both parties herein understand, all the information obtained during the
                                         signing and executing of this Agreement shall be business secretes, and shall be treated
                                         strictly in confidence. Without the written approval from Party B, Party A shall not
                                         disclose any Party B’s business secret to others, including but not limited to
                                         the discount, complimentary plan, Party B’s operation and planning etc. in this
                                         Agreement; without the written approval from Party A, Party B shall not disclose any
                                         Party A’s business secret to others. In case of the termination or cancellation
                                         of this Agreement, this confidential clause shall remain valid. 



 


	4	[Exclusiveness]
                                         This Agreement constitutes all the agreements agreed upon by both parties herein
                                         regarding the subject of this Agreement, and shall replace any oral or written agreements
                                         in any Agreement, Contract, Understanding And Communication agreed upon by both parties
                                         herein regarding the content of this Agreement before this Agreement is signed. Except
                                         this Agreement, there is no other understanding, obligations, representation and guarantee,
                                         and except the rights explicitly specified in this Agreement, it does not grant both
                                         parties herein any other rights. This clause is not applicable for the advertisement
                                         execution contract signed by both parties additionally.



 






    	 	7	 



     


    

 


	5	[Jurisdiction
                                         and Applicable Laws] 



 


		5.1	This
                                         Agreement is signed in Futian District, Shenzhen, PRC.



 


		5.2	Any
                                         dispute arising from this Agreement shall be solved through negotiations by both parties
                                         herein. If the negotiation fails, either party may refer the dispute to the people’s
                                         court having jurisdiction in the place where the plaintiff is located.



 


		5.3	The
                                         conclusion, validity, execution and interpretation of the Agreement and the settlement
                                         of disputes shall be governed by the laws of Chinese Mainland.



 


	6	[Modification
                                         of Agreement]



 


		6.1	Any
                                         modification or supplementation to this Agreement shall be done in written by both parties.
                                         The modification agreement and the supplementary agreement signed by both parties shall
                                         be an integral part of this Agreement, and has equal legal effect as this Agreement.



 


[Validity
of Agreement] This Agreement is in quadruplicate, each party holding two copies. It shall take effect from the date when
the representatives authorized by both parties herein sign and stamp the official seal on this Agreement. If both parties sign
this Agreement in different dates, the later date shall be the date that this Agreement comes into effect.


 


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	Party
    A: Aerkomm Inc.	 	Party
    B: Shenzhen Yihe Culture Media Co., Ltd.
	 	 	 
	/s/
    Jeffrey Wun	 	/s/
    Min Ren
	 	 	Shenzhen
    Yihe Culture Media co., Ltd. (Corporate Seal)
	 	 	 
	Representative
    (seal and signature):	 	Representative
    (seal and signature):
	Date:
    June 20, 2018	 	Date:
    June 20, 2018


 


 


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