Exhibit 10.5 


 






 


AGREEMENT ON


KNOW-HOW SUB-LICENSE


 


by


 


PARTY A


Luck Sky (Shen Zhen) Aerodynamic Electricity
Limited






 


And


 


PARTY B


Sanhe City Lucksky Electrical Engineering
Co., Ltd.


 


July 25, 2014


 





 



 




    	 



    	 



    

  


Know-How Sub-Licensing Agreement


 


This Agreement on Know-how
Sub-License (the “Agreement”) is made as of July 25, 2014 between the following parties in the territory of
People’s Republic of China (the “PRC”, not inclusive of Hong Kong Special Administrative Region, Macao
Special Administrative Region, and Taiwan Region for the purpose of this Agreement).


 


Party A: Luck Sky (Shen
Zhen) Aerodynamic Electricity Limited, a validly existing wholly foreign owned enterprise established under the laws of the PRC


Registered Address: No. 2206,
Jinlong Plaza, Caiwuwei, Hongbao Road, Luohu District, Shenzhen, China. Postal Code: 518000


Legal Representative: Zhou
Jian


Tel: 0755-22954296


Fax: 0755-22954296


 


Party B: Sanhe City
Lucksky Electrical Engineering Co., Ltd., a validly existing limited liability company established under the laws of the PRC.


Registered Address: East to
Yanjiao Development Zone Power Plant of San He City, north to Zhongqing Cementing Compound Company, Postal Code: 065201


Legal Representative: Zhou
Jian


Tel: 010-58412836


Fax: 010-58412836-8228


 


(Party A and Party B, collectively,
referred to as “Both Parties” or the “Parties” and individually, as “Either Party”
or the “Party”)


 


Whereas Party A (the “Licensor”)
is a wholly foreign owned enterprise incorporated in accordance with the laws of the PRC and has strengths in the techniques of
natural energy power generation system field;


 


Whereas
Party A entered into licensing agreements dated as of July ___, 2014 (the “Licensing Agreements”) with 1) Mr.
Zhou Deng Rong and Mr. Zhou Jian, 2) Luck Sky (Holding) Group, Co. Ltd (the “Owners”)
respectively, pursuant to which Party A has been granted an exclusive license to use, including a right to sublicense, the patents
(the “Patents”) and the patent applications (the “Patent Applications”) listed in Annex
A, and all related trade secrets and Technology, and all improvements thereon, related to PV installations and the air energy
storage power generation technology (such Patents, Patent Applications, knowhow and related trade secrets are, collectively, the
“Technology”);


 




    	 



    	 



    

  


Whereas Party B (the “Licensee”)
is a limited liability company incorporated in the PRC, mainly conducting the business of natural energy power generation system;
and


 


Whereas Party A agrees to grant
Party B an exclusive sublicense to use the Technology as mentioned above (the “Sublicense”), and Party B agrees
to obtain the Sublicense and pays Party A an annual royalty fee.


 


Now, therefore, the Parties
agree as follows:


 


Article 1


Definitions


 


For the purposes of the Agreement,
the following words and expressions shall have the meanings as defined hereunder:


 


		1.1	The “Agreement”
                                         means this Agreement, which is formed by Article 1 to Article 18 and Annex 1, signed
                                         between Licensee and Licensor on the date listed thereof.



		1.2	The “Technology”
                                         means 48 Chinese patents and 13 related patent applications and trade secrets, including
                                         the technology underlying the patents and patent applications listed in Annex 1 to
                                         this Agreement,



		1.3	“Agreement Products”
                                         means the products manufactured by using such 48 Chinese patents and 13 related patent
                                         applications and trade secrets listed in Annex 1 to this Agreement.



		1.4	“China,” means the
                                         People’s Republic of China



		1.5	“Technical Documentation”,
                                         “Technical Training”, “Components”, means the materials carrying
                                         the Technology or required for the production of Agreement Products and thus to be communicated
                                         or traded to the Licensee accordingly, which is to be prescribed in other affiliated
                                         agreements.



 


Article 2


Scope of the Agreement


 


		2.1	Licensor has agreed to grant
                                         to Licensee and Licensee has agreed to obtain from Licensor the exclusive sublicense
                                         to use the Patents and Patent Applications as listed in Annex 1 and other Technology
                                         in China with respect to electrical generation for commercial and residential structures,
                                         not including wind towers.



		2.2	The Parties agree that, any
                                         technical results from the improvement or transformation to the Technology, as well as
                                         any rights or interests arising thereof, in the process of exploiting and utilizing the
                                         Technology shall be solely owned and possessed by the Licensor, unless otherwise stipulated
                                         by law or provided in agreements between the Parties, and Party B shall have no claim
                                         thereof whatsoever.



		2.3	Licensor
                                         hereby grants to Licensee an exclusive, non-transferable Sublicense to exploit the Technology
                                         for the development and production of the Agreement Products as well as the right to
                                         sell the Agreement Products so manufactured in the territory of China and to export the
                                         Agreement Products so manufactured to countries
                                         approved by Licensor.





    	 



    	 



    

  


		2.4	Without the prior written consent
                                         of Licensor, Licensee is obliged not to sub-license, transfer the Technology to any third
                                         parties inside or outside the licensed territory of China, nor exploit the Technology
                                         in the manner other than provided in the Agreement, including training for any third
                                         parties, or exploit, develop, improve, transform, share the Technology for business purpose
                                         other than provided in the Agreement with any third parties.



		2.5	For the purpose of this Agreement
                                         and to the limit of necessity, Licensor shall provide Licensee with the Technical Documentation,
                                         be responsible to make available his technical personnel for rendering the Technical
                                         Training, and be obliged to supply Licensee with services required for the manufacture
                                         of the Agreement Products. The definition, contents, quantity and time of such delivery
                                         and services shall be prescribed in affiliate agreements, including “Exclusive
                                         Management, Consulting and Training and Technical Service” executed by the Parties.



 


Article
3


Agreement
Fees


 


		3.1	The Licensee agrees to pay a
                                         quarterly royalty fee (hereinafter referred to as the “Fee”) in an
                                         amount equal to five percent (5%) of its entire gross revenue during such quarter to
                                         the Licensor hereunder by the 30th day following the end of each fiscal quarter,
                                         into the account to be designated by the Licensor.



		3.2	The shareholders of the Licensee
                                         shall provide a pledge of all of their shares of capital stock of the Licensee as collateral
                                         for the Fee payable under the Agreement by the Licensee.



		3.3	The Parties shall take responsibility
                                         for taxation and costs incurred under the Agreement separately as prescribed in related
                                         laws.



 


Article
4


Rights
and Obligations


 


		4.1	The Licensee warrants not to
                                         raise doubt and suspiciousness on the effectiveness and exclusiveness of the claims of
                                         the Licensor on the above-mentioned Technology, as well as that of the Agreement, during
                                         and after the valid period of the Agreement, nor to implement any procedures that may
                                         be deemed by the Licensor as jeopardy to his rights of licensing.



		4.2	The Licensee agrees to provide
                                         necessary assistance to the Licensor in perspective of preserving the rights of the Licensor
                                         on the Technology. In the circumstances of infringement claims made by any third party
                                         against the Licensor on the Technology, the Licensor may, on his own will, respond to
                                         such claims in the name of his own, the Licensee or the both. In the circumstances of
                                         any third party’s infringement to the Licensor’s claim on the Technology,
                                         the Licensee shall, to the limit of its knowledge, inform the Licensor of such infringement
                                         in written with no delay. The Licensor shall be solely eligible to decide further proceedings
                                         with respect to such infringement.





    	 



    	 



    

  


		4.3	The Licensee warrants to exploit
                                         the Technology exclusively in the manner as prescribed in the Agreement, specifically
                                         not in the manner as deceptive, misguiding or other manners that might be considered
                                         by the Licensor harmful to the reputation of the Technology or the credibility of the
                                         Licensor.



 


Article
5


Confidentiality


 


		5.1	The Licensee shall keep confidential
                                         of any publicly-unrevealed technical or business data or information (“Confidential
                                         Information”)
                                         of Party A it then has knowledge of or access to in compliance with the Agreement, and
                                         shall return any documents and materials that carry the Confidential Information of the
                                         Licensor or dispose such as required, as well as delete any of such Confidential Information
                                         from any memory device and not to exploit it further. Provided with prior written consent
                                         of the Licensor, the Licensee shall not reveal, provide or transfer such Confidential
                                         Information to any third parties.



		5.2	The Parties agree that, this
                                         Article 5 shall remain effective irrespective of any invalidity, amendment, and rescission,
                                         termination of the Agreement or unenforceability of the Agreement.



 


Article
6


Representation
and Warranty


 


		6.1	The Licensor warrants that Licensor
                                         is a wholly foreign-owned enterprise registered and existing in compliance with the law
                                         of China.



		6.2	The Licensor warrants that it shall
                                         subscribe and enforce the Agreement within its authorized business scope, and has taken
                                         necessary procedures to acquire appropriate authorization, including consent and approvals
                                         from any third party or examination authorities (if required), for the purpose of the
                                         Agreement. The Licensor warrants that the conclusion of this Agreement is not and will
                                         not be breaking any restriction imposed thereupon by binding laws or business entities
                                         that may impose influence on the Licensee in terms of the Agreement.



		6.3	The Licensor possesses the rights
                                         of claims of all kinds to the Technology wholly and completely in compliance with governing
                                         laws of PRC and other binding agreements it had made otherwise with other parties.



		6.4	The Licensor warrants not to product
                                         or sell the Agreement Product listed in Annex 1 attached hereto with the Technology in
                                         the range of the license prescribed hereunder.



		6.5	The Licensee warrants that it is
                                         a limited liability company registered and existing in compliance with the law of China.





    	 



    	 



    

  


		6.6	The Licensee warrants that it shall
                                         subscribe and enforce the Agreement within its authorized business scope, and has taken
                                         necessary procedures to acquire appropriate authorization, including consent and approvals
                                         from any third party or examination authorities (if required), for the purpose of the
                                         Agreement. The Licensor warrants that the conclusion of this Agreement is not and will
                                         not be breaking any restriction imposed thereupon by binding laws or business entities
                                         that may impose influence on the Licensee in terms of the Agreement.



		6.7	The Agreement shall become effective
                                         and have binding force on the Parties upon execution by the Parties. The Agreement may
                                         be compulsorily enforceable with notarization.



 


Article
7


Effectiveness
and Term


 


		7.1	The Agreement shall become effective
                                         and binding to the Parties upon subscription by the Parties at the date listed at the
                                         top the Agreement. Unless prematurely terminated in accordance with the Agreement, the
                                         Agreement shall maintain effective and binding throughout the entire duration of operation
                                         of the Licensee.



 


		7.2	Upon written consent of the Parties,
                                         the Agreement may be extended afterexpiration, while the term of extension shall be decided
                                         by the Parties through negotiation on the occasion.



 


Article
8


Breach
of Agreement and Liability, Termination of Agreement


 


		8.1	In the occasion that the Licensee
                                         fails to pay the Fee to the Licensor in accordance with the Agreement, the Licensor has
                                         the right to charge a penalty at the rate of 0.03% per month of the Fee unpaid from the
                                         Licensee upon issuing written notice of reminder to Licensee. Unless otherwise prescribed
                                         in the Agreement, the defaulting Party who breached its obligations in accordance with
                                         this Agreement shall continue to perform the Agreement, or take remedial measure, as
                                         required by the performing Party, as well as paying compensation for damages incurred
                                         to the performing Party accordingly.



		8.2	In the term of validity of the
                                         Agreement, the Licensor may terminate the Agreement upon issuing written notice of reminder
                                         to Licensee by 30 days prior to such termination, in the duration of the Agreement; unless
                                         otherwise prescribed in the Agreement, the Licensee may not terminate or rescind the
                                         Agreement, provided that the Licensor made due written consent thereupon.



		8.3	After the termination or expiration
                                         of the Agreement, the Licensee may not be continuously entitled to the rights authorized
                                         to the Licensee under the Agreement, including but not limited to that the Licensee may
                                         not exploit the Technology directly or in any other manners.





    	 



    	 



    

 


Article
9


Force
Majeure


 


		9.1	“Force Majeure ”refers
                                         to any event that is beyond the appropriate control of a Party/Parties and not avoidable
                                         given appropriate attention by the affected Party/Parties, including but not limited
                                         to: governmental behavior, natural force like storm, flood, earthquake, tidal force,
                                         lightening, fire, explosion, or war. However, inadequacy of credit, capital or other
                                         financing problems shall not be deemed beyond the appropriate control of the Party. The
                                         Party affected by the “Force
                                         Majeure “and in
                                         quest of exemption of fulfillment of its obligation under the Agreement shall issue written
                                         notice of such exemption to the other Party.



 


		9.2	On the occasion of delay or
                                         obstruction of the enforcement of the Agreement incurred by the above “Force
                                         Majeure”, the affected
                                         Party shall not undertake any liability to the breach of its obligations so affected
                                         in accordance with the Agreement, provided that the affected Party shall have seek to
                                         perform so affected obligations with appropriate effort as a proper excuse, while the
                                         Party’s performance
                                         of obligations other than those affected by concerned delay and obstruction shall be
                                         excluded from exemption. Upon that the above cause of exemption cease, the Parties agree
                                         to do their utmost to resume the performance of the Agreement. On the occasion that the
                                         affection of the above “Force
                                         Majeure” makes
                                         the performance of the Agreement unenforceable, the Parties agree to seek to achieve
                                         the purpose of the Agreement in other manners at their best efforts as required by the
                                         Licensor.



 


Article
10


Governing
Law and Dispute Resolution


 


The governing
law of the effectiveness, interpretation and performance of the Agreement is the laws of China. All disputes arising out of or
in connection with the Agreement shall be firstly subject to negotiation of both Parties with good will which shall be proposed
by a Party or both Parties. In the circumstances that a dispute is not resolved within 30 days after such negotiation for the
dispute is proposed, any Party may submit such dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”).
The arbitration shall be conducted in accordance with the procedural rules of CIETAC. The arbitration proceedings shall be held
in Beijing, China, in Chinese language. Arbitration awards shall be final and binding upon both Parties.


 




    	 



    	 



    

 


Article
11


Notice
of Information


 


		11.1	Any notice or communication transmitted
                                         between the Parties should be in written in the formality of Fax, personal delivery (including
                                         Express Delivery) or aviation registered mail to the addresses designated at the top
                                         of the Agreement.



 


		11.2	Unless otherwise prescribed in
                                         the Agreement, the day when notice or communication is conveniently delivered by hand
                                         is deemed the day of receipt. Notice or communication delivered through prepaid Express
                                         Delivery shall be deemed received by the 7th day of dispatch. Notice or communication
                                         delivered by cable address or facsimile transmission shall be deemed received at the
                                         moment of delivery. Notice or communication delivered by telegraph shall be deemed received
                                         by 24 hours of wiring.



 


Article
12


Assignment
and Rerelease


 


Without the prior written consent of the
Licensor, the Licensee may not assign, pledge or rerelease the Agreement or its rights and obligations hereunder.


 


Article
13


Amendment
and Supplement of the Agreement


 


The Parties shall make amendments or supplementary
agreements to the Agreement in written. Any amendments and supplements to the Agreement shall be made in written contractual documents,
and be valid after being signed by both parties’ authorized
representatives, which shall form integral part of the Agreement and have the same legal force.


 


Article
14


Segmentation
of the Agreement


 


In the circumstances that any provisions
hereunder is nullified or unfulfillable due to violation of relevant laws, such provisions solely shall be held null and void
and not enforceable in the domain of such laws, with no jeopardy to the legal force of other provisions hereunder.


 


Article
15


Annex


 


Any annexes of the Agreement shall be
integral parts of the Agreement and have the same legal force.


 


Article
16


Counterparts
of the Agreement


 


This Agreement shall be signed in two
counterparts; each Party holds one copy, with the same legal force. This Agreement is written and signed in Chinese language,
while versions in other languages are for reference purpose only.


 




    	 



    	 



    

 


SIGNATURE PAGE


 


Party A: Luck Sky (Shen Zhen) Aerodynamic
Electricity Limited (Seal)


 


	Signature:	/s/
    Zhou Jian	 


Title: Legal
Representative


 


Party B: Sanhe City Lucksky Electrical
Engineering Co., Ltd. (Seal)


 


	Signature:	/s/ Zhou Deng Rong	 


Title: Zhou
Deng Rong


 




    	 



    	 



    

  


Annex I. Patents 


 


	No.	Description of Invention
    
	1	Solar energy hot water system for
    air tower generator 
	2	V-type multi-cylinder air power engine
    
	3	Petro system of air power engines
	4	Gas distribution system to v-type
    multi-cylinder air power engines 
	5	generator system with electro-magnetic
    assistance 
	6	controller to v-type multi-cylinder
    air power engines 
	7	Two stroke air power engine assembly
	8 
	Gear box for v-type air power multi-cylinder
    engines 
	9	Assembly of compressed air engine
    with  compress air feedback loop
	10	Gear box system for twos troke air
    power engines 
	11	Assembly of twos troke air power generator
    with electro-magnetic assistance 
	12	Piston components of air power engines
    
	13	Control system of air power engines
    
	14	 Multi
    cylinder power distributor of air power engines 
	15	 Agas distribution system of
    two stroke V-type eight cylinder air power engines 
	16	Electro-magnetic assistor of the air
    power engine assembly 
	17	multi-body power distributor of air
    power engines 
	18	Cylinder head and valve structure
    of air power engines 
	19	Compressed air engines with exhausting
    gas collecting device 
	20	Exhausting structure of cylinder head
    of air power multi-cylinder engines 
	21	Air power engines 
	22	Lubricating oil system of multi-cylinder
    air power engines system 
	23	Cylinder for variable multi-cylinder
    air power engines 
	24	Control mechanism of swing variable
    multi-cylinder air power engines 
	25	Connecting rod of engines 
	26	 upper box of variable multi-cylinder
    air power engines 
	27	Swing  Variable multi-cylinder
    air power engines 
	28	Electro-control-chip of variable air
    power engines 
	29	 An innovated solar energy generating
    device
	30	A frequency variable heating device
    to generator 
	31	 Mini air power engines 


 




    	 



    	 



    

  


	32	 Control mechanism
    of mini air power engines 
	33	Control system of mini air power engines
    
	34	 Gas system of mini air power
    engines 
	35	Variable multi-cylinder air power
    engines 
	36	Control mechanism of variable air
    power engines 
	37	Electro-controlled Gas accelerator
    of air power engines 
	38	Heating device of air power engines
    
	39	 High frequency conducting heating
    device 
	40	Gas distribution system of air power
    engines 
	41	Piston oil pump of mini air power
    engines 
	42	Shaft system of rotary engines 
	43	Propeller rotary system of rotary
    engines 
	44	Gas inlet and outlet structure of
    rotary engines 
	45	 Petro system of rotary engines
    
	46	Inlet and outlet gas system of rotary
    engines 
	47	Rotary engines 
	48	High pressure freezing gas deposit
    tank
	49	活塞式空气动力发动机
	50	活塞式空气动力发动机
	51	空气动力发动机功率测试台
	52	螺旋热质交换器(空气加热器)
	53	空气介质30Mpa等离子气体加热器
	54	空气介质30Mpa等离子大气治理净化器
	55	宽电压光伏逆变器
	56	飞轮增功器
	57	光伏弱光发电系统
	58	空气储能系统
	59	空气发电系统
	60	无脉冲电力转换系统
	61	光伏储能智能控制系统