Exhibit 10.8


 


Licensing Agreement


 


Party A


 


Lucksky
Holding (Group) Co. Ltd


 


Party B


 


Luck Sky (Shen
Zhen) Aerodynamic Electricity Limited


 


July
25, 2014


 




    	 



    	 



    

 


Licensing Agreement


 


The licensing agreement concluded as
of July___, 2014 by and between:


 


Party A: Lucksky
Holding (Group) Co. Ltd. (hereinafter collectively referred to as “Party A”)


 


		(1)	Business license No.:  ̈



 


		(2)	Legal representative:  ̈



 


		(3)	Accommodation:  ̈



 


Party B: Luck Sky (Shen Zhen) Aerodynamic
Electricity Limited (hereinafter referred to as “Party B”)


 


Business
license No.:  ̈


 


Legal
representative:  ̈


 


Accommodation:
 ̈


 


In view of:


 


Party A is the owner of the patents
(the “Patents”) and the patent applications (the “Patent Applications”) listed in Attachment A , and all
related trade secrets and know-how (such Patents, Patent Applications, knowhow and related trade secrets are, collectively, the
“Technology”) and is willing to implement the terms and conditions of this Agreement to grant a license (the “License”)
to Party B with respect to the Technology and Party B wishes to implement and acquire the rights to the Technology in accordance
with the following terms and conditions of the License.


 




    	 



    	 



    

 


Therefore, for good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


		1.	Definitions



 


In this Agreement, the following terms
shall have the following meanings:


 


1.1
Patent : means the patent awarded by the Patent Office of the People’s Republic of China (hereinafter referred to as the
“Patent Office”) annexed to this Agreement as Attachment A


 


1.2         Use: means the implementation
of the License for production and business purposes: including, but not limited to, researching, marketing, manufacturing, and
selling products and services which utilize the Technology


 


1.3         The Parties: Party A and Party
B and any person, directly or indirectly, who controls or is under common control with Party A or Party B, including any individual,
company, partnership or other entity.


 




    	 



    	 



    

 


		2.	Licenses Granted



 


2.1 Party A grants to Party B with
this License a royalty-free, unique, exclusive and worldwide License to Use the Technology (including improvements of the Technology
that are owned or controlled by Party A in the future) ;


 


2.2 Party A agrees
that Party A has the right to grant the License to Party B and to implement the License, but shall not authorize any third party
to use or license the Technology.


 


		3.	Sublicensing



 


3.1 Party B is
permitted to assign or sublicense any or all of the rights, including the Patent License, hereunder granted to any third party,
provided such party agrees in writing to abide by the terms and conditions of this Agreement to the extent applicable to it. Such
third parties shall not have the right to assign or sublicense the rights hereunder without the written consent of Party B.


 


		4.	Expiry of the License



 


4.1 Both Parties agree that the
term of License herein shall be (i) from the date of this Agreement to the termination of the Patents, with respect to the Patents
(ii) from the date of this Agreement to the termination of any patents granted with respect to the Patent Applications and (iii)
perpetual with respect to trade secrets and know-how.


 




    	 



    	 



    

 


		5.	Representations and Warranties



 


5.1 Party A’s
and Party B’s mutual representations and warranties are as follows:


 


5.1.1 They are
Chinese citizens who have complete capacity of civil conduct; if an entity, have registered and exist, according to the Chinese
incorporation law, and have the power and authority to: (I) have, lease and manage the business and property, and operate the business
subject to the License according to their business license and articles of the company association; and can perform, deliver and
implement this Agreement;


 


5.1.2 They have taken all necessary
action, and have obtained all agreements, approvals, authorizations and licenses (unless otherwise expressly provided in this Agreement),
to sign, deliver and implement this Agreement so that it can sign, deliver and perform this Agreement. If the other party has the
right to sign, deliver and perform this Agreement, then this Agreement constitutes, according to its terms, a legal, valid and
binding obligation. In addition, the signing, delivery and performance of this Agreement will not violate: (I) the articles of
association of the company; (II) any other obligations hereunder or any contract or agreement to which a party to the Agreement
is bound ; or(III) any current law or regulation of any Chinese governmental authority.


 


5.2 Party A represents
and warrants to Party B are as follows:


 


5.2.1 As the owner of legitimate rights
of the Patents, this Patent License has been duly and legally registered in the Patent Office, Party A has obtained all necessary
approvals and performed all the necessary registration formalities;


 




    	 



    	 



    

 


5.2.2 Party A has the right to permit
Party B to implement this License, free of any claims by any third party;


 


5.2.3 During the term of this Agreement,
the Patents may not be terminated by the Patent Office and / or other related organizations and / or the License may not be cancelled;


 


5.2.4 Party A has paid all costs related
to the registration of the Patents and Patent Applications due to date. .


 


5.2.5 Party A is the owner of all Patents
and the Patent Applications as set forth on Attachment A, and the other Technology and other related materials to be delivered
hereunder; and the Patents have been validly issued, have not been challenged and no adverse claim has been asserted in writing,


 


5.3 Party B represents
and warrants to Party A that she has all the conditions and terms required for the implementation of the License.


 




    	 



    	 



    

 


5.4 Both parties
agree that after the effective date of this Agreement, the parties shall unconditionally sign all other legal documents required
for the purpose of execution of this Agreement and take all action necessary to achieve the purpose of this contract, including
but not limited to handle the relevant registration formalities within three months since the effective date of this Agreement
in the Patent Office. At Party B’s request, Party A will execute and deliver (or cause to be executed and delivered) such further
instruments and assurances as Party B may reasonably request in order to confirm Party B’s interest in the rights granted to Party
B. Party A agrees to use its best efforts to file appropriate patent applications and amendments and notifications anywhere in
the world and to cause good and enforceable patents to be issued thereon and Party B shall pay the fees as may be required, covering
the Technology with respect to such further instruments.


 


		6	The Maintenance, Innovation and Technical Service
of this Patent Licensing



 


6.1 Party A shall
pay the licensing fee to the Patent Office, in order to maintain the effectiveness of the Patent License but Party B shall be
responsible for fees which may become due with respect to the Patent Applications. 


 


6.2 Without written
approval by Party B, Party A shall not renounce or abandon its Patents or Patent Applications.


 


6.3Party A agrees not to start,
either on its own or in collaboration with others, a business to compete with Party B .


 


6.4 Party A and
Party B agree that if during the term of this Agreement, Party B should make, conceive, invent or acquire any improvements on the
Technology, or on any component or portion thereof, it will retain all right, title and interest to such improvements. Any improvements
upon the Technology made, conceived, invented or wholly acquired by Party A during the term of this Agreement, shall be included
hereunder and Party B shall have the right to (limited, however, by the specific terms hereto) without payment of any additional
royalty. Each party agrees to promptly disclose to the other party all improvements so made, conceived, invented or acquired during
the term of this Agreement.


 




    	 



    	 



    

 


6.5 Party A shall,
at Party B’s request at any time, carry out technical training to the personnel sent by Party B and Party B shall bear and pay
the actual costs of the technical training.


 


		7.	Violation and Compensation



 


7.1 Party A will,
at its sole expense, indemnify and hold harmless Party B from and against any and all damages, costs and expenses (including, but
not limited to, reasonable attorneys’ fees) incurred by Party B , and defend Party B against, any third party claim, suit
or action that use of the Technology infringes any patent or copyright of such third party or constitutes the misappropriation
of any trade secret of such third party or arising from any breach of this Agreement .


 


7.2
Party B will, at its sole expense, indemnify and hold harmless Party A from and against any and all damages, costs
and expenses (including, but not limited to, reasonable attorneys’ fees), losses or liabilities relating to or
otherwise incurred as a result of, and defend Licensor against, any claim, suit or action made or commenced by a third party
or its legal representatives or successors for claims arising out of or related to use of the Technology (or any portion
thereof) by Party B other than intellectual property infringement or misappropriation claims.


 




    	 



    	 



    

 


7.3 Promptly after
a party seeking indemnification (the “Indemnified Party”) is advised of a claim of for which she seeks indemnification,
the Indemnified Party shall notify the indemnifying party (the “Indemnifying Party”) and provide a report to the Indemnifying
Party describing such claim. The Indemnifying Party shall defend and protect the Indemnified Party’s exclusive rights or
other means in the name of the Indemnifying Party or the Indemnified Party or one of the two at The Indemnifying Party’s
own expense; however, if the Indemnifying Party fails to take any action or proceeding on the claim within a reasonable period
of time after receiving notice of the Indemnified party, the Indemnified Party shall have the right to take the necessary action
or proceeding. The Indemnifying Party and the Indemnified Party shall cooperate with respect to the defense of any such claim,
o, including signing all necessary and useful documents relating to the case, and providing evidence as reasonably required. All
monies obtained from the third party’s tort litigation or claim shall first be used to pay the litigation or claim expenses (including
reasonable attorney and expert fees and expenses), shall second be used to repay the Indemnified Party.


 




    	 



    	 



    

 


		8.	Effective and Termination
                                         of the Agreement



 


8.1 This Agreement
shall take effect since the date of signature by Party A and Party B; the effectiveness can be backed to the implement of the patent
listed in Attachment B and continues in effect until the termination of the terms of this agreement.


 


8.2 The Agreement
is terminated under the following circumstances:


 


8.2.1 By a written agreement of termination
by both parties;


 


8.2.2 In the event either party commits
a material breach of any its obligations hereunder, the non-defaulting party will so notify the defaulting party in writing (and,
in such notice, indicate the nature of the breach and the assertion of the non-defaulting party’s right to terminate). The
defaulting party will have thirty (30) days following receipt of such notice to cure such breach. If such breach remains uncured
after such cure period, the non-defaulting party may terminate this Agreement effective immediately by sending further notice to
such effect.


 


8.2.3 When the defaulting party becomes
subject to a proceeding for bankruptcy, dissolves or liquidates or suspend its business or be unable to pay its debts when due
and such default, if capable of cure, cannot be cured within 30 days.


 


8.2.4 Upon termination of this Agreement, Party B shall
retain no right, title, interest, or license in relation to the Technology, provided that any sublicenses granted by Party B
prior to the effective date of any termination of this Agreement shall survive such termination, shall become the binding
obligations of Party and shall continue in effect in accordance with their terms to the benefit of Party A.


 




    	 



    	 



    

 


		9.	Force Majeure



 


9.1 If any party
fails to perform or delays the performance of its obligations under this Agreement due to force majeure, she will be free of bearing
the liability for breach of the contract.


 


9.2 Force majeure
in this Agreement means:


 


9.2.1 Earthquake, natural disasters,
fire and other force majeure events;


 


9.2.2 War, strikes and political unrest;


 


9.2.3 Any other act not attributable
to the defaulting party, that is unpredictable in entering into this Agreement.


 


9.3 Since the happening
of force majeure, the party in breach shall promptly notify the other party within 5 working days, any party who conducts this
violation against this obligation and causes losses to the other party must be liable to compensate the losses caused to the other
party.


 


9.4 When the force
majeure eliminated, the party breaching this Agreement contract due to such event shall use commercially best efforts to continue
to perform its obligations under this agreement.


 




    	 



    	 



    

 


		10.	Governing Law and Dispute Resolution



 


10.1 This Agreement
shall be governed China law, and on the basis of Chinese legal interpretation.


 


10.2 For any disputes
arising in connection with this agreement or arising from this agreement, shall be settled amicably through friendly negotiation.
When the dispute cannot be settled through friendly negotiation, agreement, the prosecuting party can submit the dispute to a
lawsuit in the people’s court jurisdiction.


 


		11	Notice



 


 The provisions of this agreement or any notice
of the Agreement, must be sent in accordance with the first paragraph of this Agreement to the address or fax number of the other
party, or submitted by post to the address, personal handover (including express mail service or fax to the party) or by other
communication means.


 


		12	Others



 


12.1 This Agreement is the unique one between
the parties with respect to this protocol standard, and taking the place of all the relevant agreements concluded previously to
the same subject. Without written consent of the agreement, any party shall not amend or terminate this agreement.


 


12.2 Without the prior written consent to
the other party, neither party hereto shall not assign is rights, obligations or responsibilities under this Agreement.


 




    	 



    	 



    

 


12.3 Representations and warranties made
by both parties in this Agreement, continue to be effective in signing and termination of this Agreement (unless the Parties otherwise
have expressly written agreement).


 


12.4 This agreement is written in Chinese.
In case that any inconsistence, such as the translation of any other language in the text of this Agreement occurs, the Chinese
version shall prevail.


 


12.5 This Agreement has two originals; each
original shall have the same legal effect.


 


12.6 If any term or provision of this Agreement
is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the
other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent
necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall
be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein
set forth.


 


12.7 Termination of this Agreement
will not affect any liability that arises prior thereto or any obligations that, from the context hereof, are reasonably
intended to survive the termination of this Agreement.


 


12.8 This Agreement contains the entire
understanding of the parties hereto relating to the subject matter herein contained, and supersedes any and all prior agreements
or understandings relating to the subject matter hereof. This Agreement may not be changed except by a writing signed by the party
sought to be charged therewith.


 




    	 



    	 



    

 


12.9 No waiver by either party, whether
express or implied, of any provisions of this Agreement or of any breach or default by either party, shall constitute a continuing
waiver or a waiver of any other provision of this Agreement, and no such waiver by either party shall prevent such party from enforcing
any and all provisions of this Agreement or from acting upon the same or any subsequent breach or default of the other party. No
waiver of any provision hereunder shall be effective unless it is in writing signed by the party against whom enforcement thereof
is sought.


 


12.10 Nothing contained herein shall be
construed to place the parties in the relationship of partners or joint venturers and neither party shall have the power to bind
or obligate the other.


 


(no text in the following)


 


The signature page


 




    	 



    	 



    

 


Party A and Party B special duly authorize
their representatives to sign the agreement on the date noticed on the capital page of this agreement, in witness whereof.


 


	Party A:  Lucksky Holding (Group) Co. Ltd
	Representative:  	/s/ Zhou Deng Rong





Full name: Zhou Deng Rong


The title: Director


 


Part B: Luck Sky (Shen Zhen) Aerodynamic
Electricity Limited


	Representative:  	/s/ Zhou Jian


Full name: Zhou Jian


The title: Legal Representative


 




    	 



    	 



    

 


Attachment A


 


	 	 	Name
    of the Patent	 	Holder
    of the Patent	 	Inventor
    of the patent	 	Patent
    Number
	1	 	Multi-cylinder
    engine lubricating oil path aerodynamic system	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220471149.4
    
	2	 	 

        An
        air cylinder for a variable multi-cylinder engine power
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220451000.x
    
	3	 	Control
mechanism of swing variable multi-cylinder air power engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220493124.4
    
	4	 	 Connecting
rod of engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220493335.8
    
	5	 	upper box of
    variable multi-cylinder air power engines	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220450950.0
    
	6	 	Swing
Variable multi-cylinder air power engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220493215.8
    
	7	 	Electro-control-chip
of variable air power engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220451138.x
    
	8	 	 Mini air
    power engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320050043.1
    
	9	 	 Control
    mechanism of mini air power engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320050115.2
    
	10	 	Control system
    of mini air power engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320050933.2
    
	11	 	 Gas system
    of mini air power engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320049749.6
    
	12	 	 Variable
multi-cylinder air power engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220451709.x
    
	13	 	Control mechanism
    of variable air power engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220451025.x
    


 


 




    	 



    	 



    

 


	14	 	Electro-controlled
    Gas accelerator of air power engines 	 	Lucksky
    Holding (Group) Co. Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220722046.0
    
	15	 	 Heating
device of air power engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220516781.6
    
	16	 	 High
frequency conducting heating device
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201220720115.4
    
	17	 	Gas distribution
    system of air power engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320040260.2
    
	18	 	Piston oil pump
    of mini air power engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320049665.2
    
	19	 	

        Shaft
        system of rotary engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320244329.3
    
	20	 	

        Propeller
        rotary system of rotary engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320244466.7
    
	21	 	Gas inlet and
    outlet structure of rotary engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320244433.2
    
	22	 	

        Petro
        system of rotary engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320244149.5
    
	23	 	Inlet and outlet
    gas system of rotary engines 	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320244176.2
    
	24	 	 Rotary
engines
	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320244223.3
    
	25	 	High pressure
    freezing gas deposit tank	 	Lucksky Holding (Group) Co.
    Ltd  	 	Zhou
Deng Rong 

        Zhou
        Jian
	 	 Zl201320421554.x