Exhibit
10.3


 


Exclusive
Business Cooperation Agreement


 


This
Exclusive Business Cooperation Agreement (the “Agreement”) is executed between the following parties as of [●] in Shanghai,
China.


 


Party
A: Zhizhen Artificial Intelligence Technology (Shanghai) Company Limited


Address:
JT1662, Room 1203, No. 337, Shahe Road, Jiangqiao Town, Jiading District, Shanghai.


 


Party
B: Shanghai Xiao-i Robot Technology Company Limited


Address:
F7, No. 398, Lane 1555, West Jinshajiang Road, Jiading District, Shanghai.


 


Party
A and Party B shall be referred to as a “Party” respectively, and collectively referred to as the “Parties”.


 


Whereas:


 


	1.	Party
A is a wholly foreign-owned enterprise registered in the People’s Republic of China (hereinafter referred to as “China”).
Its business scope is to “engage in technology development, technical consultation, technical service, technology transfer in the
field of network technology and information technology; wholesale and retail of design, integrated wiring and maintenance of computer
system integration, computer, software and auxiliary equipment (except for special products for computer information system security),
the sale of mechanical and electrical equipment, household appliances, hardware electric, electronic products, digital products, electronic
components, communication equipment, engaging in the import and export business, design, production, agency of goods and technologies,
release various advertisements. [Projects subject to approval according to law, business activities can only be carried out after the
approval of the relevant departments]”;



 


	2.	Party
                                            B is a joint stock limited company registered in China, and its business scope is “to
                                            engage in technology development, technical consultation, technical service, technology transfer
                                            in the field of network technology and information technology; wholesale and retail of design,
                                            integrated wiring and maintenance of computer system integration, computer, software and
                                            auxiliary equipment (except for special products for computer information system security),
                                            the sale of mechanical and electrical equipment, household appliances, hardware electric,
                                            electronic products, digital products, electronic components, communication equipment, engaging
                                            in the import and export business, design, production, agency of goods and technologies,
                                            release various advertisements. [Projects subject to approval according to law, business
                                            activities can only be carried out after the approval of the relevant departments]”;
                                            and



 


	3.	Party
                                            A agrees to take advantage of its manpower, technology and information to provide Party B
                                            with relevant exclusive technical services, technical consultation and other services within
                                            the validity period of this Agreement (see below for the specific scope), and Party B agrees
                                            to accept such services provided by Party A or its designated party in accordance with the
                                            terms of this Agreement.



 






     


     


    

 


Accordingly,
Party A and Party B have reached the following agreement through negotiation:


 


	1.	Party
A’s service provision.



 


		1.1	In
accordance with the terms and conditions of this Agreement, Party B hereby appoints Party A as the exclusive service provider of Party
B to provide Party B with comprehensive business support, technical services and consulting services during the validity period of this
Agreement, the specific content includes all or part of the services determined the services provided by Party A from time to time within
the scope of business of Party B, including but not limited to the following: technology development, technical services, network support,
technology and business consulting, intellectual property licensing, equipment or leasing, market consulting, system integration, product
development and system maintenance, providing management consulting services related to Party B’s business operations and consulting
and services related to the above (hereinafter referred to as “Services”).



 


		1.2	In
                                            addition to the above-mentioned services, during the validity period of this Agreement, upon
                                            mutual agreement by all parties, Party A may provide Party B with other services within the
                                            scope of Party A’s business and recognized by Party A, related to Party B’s business
                                            activities and in compliance with Chinese Laws, according to the conditions of this Agreement.
                                            If Party B or its subordinate institutions require Party A to provide services beyond the
                                            approved business scope of Party A, Party A will apply to expand its business scope to the
                                            maximum extent permitted by law, and provide relevant services after the expansion of its
                                            business scope has been approved.



 


		1.3	Party
                                            B agrees to accept the consultation and services provided by Party A. Party B further agrees
                                            that, unless with the prior written consent of Party A, during the validity period of this
                                            Agreement, Party B shall not and shall cause its affiliates not to directly or indirectly
                                            accept any consultation and/or service provided by any third party, and shall not establish
                                            any similar business partnership with any third party. Party A may designate other parties
                                            (the designated party may sign all or part of the Agreement described in Section 1.4 of this
                                            Agreement with Party B) to provide Party B with consulting and/or services under this Agreement.



 


		1.4	Party
                                            B shall urge and ensure that Party A is solely responsible for the selection of Party B’s
                                            senior management and employees, and Party B’s finance, management and daily operation,
                                            and Party B must strictly comply with all instructions and opinions of Party A.



 


		1.5	Party
                                            B shall ensure that Party A has the right to audit Party B’s accounts regularly and
                                            at any reasonable time, and Party B shall keep accounts in a timely and accurate manner and
                                            provide Party A with its accounts as required by Party A. During the validity period of this
                                            Agreement, Party B agrees to cooperate with Party A and Party A’s shareholders (including
                                            direct or indirect) to conduct audits (including but not limited to audits of related party
                                            transactions and other types of audits), and provides Party A and Party A’s shareholders
                                            (including directly or indirectly) and/or its appointed auditors or other professional institutions
                                            with relevant information and materials about Party B’s operations, business, customers,
                                            finance, employees, etc., and agree that Party A’s shareholders disclose such information
                                            and materials in order to meet the regulatory requirements of regulatory authorities (including
                                            but not limited to The Stock Exchange of Hong Kong Limited and the Securities and Futures
                                            Commission). All parties agree that during the validity period of this Agreement, Party A
                                            will enjoy and bear all the economic benefits and risks arising from the business of Party
                                            B (to avoid misunderstanding, the risks here only refer to the inability of Party A to generate
                                            profits due to the poor management of Party B. Party A shall not bear any legal responsibility
                                            for any liabilities, debts or other obligations and risks of Party B in accordance with the
                                            risk of collecting Service Fees under this Agreement), and Party A shall have the right to
                                            report the financial results of Party B in accordance with applicable accounting standards
                                            Consolidate with the effect of a wholly-owned subsidiary of Party A.



 






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		1.6	In
                                            order to ensure that Party B meets the cash flow requirements in its daily operations and/or
                                            offsets any losses incurred in its operations, Party A may, at its own discretion, provide
                                            financial support (only to the extent permitted by Chinese law) to Party B regardless of
                                            whether Party B actually incurred any such operating losses, Party B shall unconditionally
                                            accept Party A’s decision on whether it should continue to operate. Party A may provide
                                            financial support to Party B in the form of bank entrusted loan, and shall sign such entrusted
                                            loan or loan contract separately.



 


		1.7	Manner
of service performance.



 


		(1)	Party
                                            A and Party B agree that within the validity period of this Agreement, the Parties may sign
                                            other technical service agreements and consulting service agreements directly or through
                                            their respective affiliates for the purpose of Party A’s providing services to Party
                                            B, and make arrangements on the specific content, manner, personnel and fee associated with
                                            specific services.



 


		(2)	In
                                            order to perform this Agreement, Party A and Party B agree that during the validity period
                                            of this Agreement, the Parties may sign a license agreement for intellectual property rights
                                            (including but not limited to: software, trademarks, patents, technical secrets) directly
                                            or through their respective affiliates, the agreement shall allow Party B to use Party A’s
                                            relevant intellectual property rights at any time according to Party B’s business needs.



 


		(3)	In
                                            order to perform this Agreement, Party A and Party B agree that during the validity period
                                            of this Agreement, the Parties may sign equipment or plant lease agreements directly or through
                                            their respective affiliates, the agreement shall allow Party B to use Party A’s relevant
                                            equipment or plant at any time according to Party B’s business needs.



 


		(4)	In
                                            order to perform this Agreement, Party A and Party B agree that within the validity period
                                            of this Agreement, the Parties may sign other agreements directly or through their respective
                                            affiliates for the purpose of providing services to Party B.



 


		(5)	Party
                                            A may independently decide to subcontract all or part of the services to be provided to Party
                                            B under this Agreement to a third party.



 


		1.8	For
                                            the purpose of providing services in accordance with this Agreement, Party A and Party B
                                            shall communicate and exchange various information related to Party B’s business and/or
                                            its customers in a timely manner.



 


The
services provided by Party A under this Agreement are exclusive between the Parties during the validity period of this Agreement. Without
the prior written consent of Party A, Party B shall not enter into any agreement with any third party, other than the bank with which
Party B has cooperated in relation to this Agreement, or accept from any third party all or part of the services contemplated under this
Agreement. For other agreements that Party B is performing or other legal documents stipulating the obligations of Party B, Party B shall
continue to perform them, and Party B shall not alter, modify or terminate such contracts or legal documents without the written consent
of Party A.


 






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		1.9	In
                                            order to clarify the rights and obligations of the Parties and to enable the actual performance
                                            of the aforementioned service agreement, the Parties agree that, and as permitted under Chinese
                                            law:



 


		(1)	Party
                                            B must operate in accordance with Party A’s opinions or suggestions under the services
                                            provided by it in Section 1.1 hereunder.



 


		(2)	Party
                                            B will appoint the person recommended by Party A as the director of Party B in accordance
                                            with the procedures stipulated by Chinese laws (including any laws, regulations, rules, notices,
                                            interpretations or other binding documents issued by any central or local legislative, administrative
                                            or judicial authority before or after the signing of this Agreement, hereinafter referred
                                            to as “Chinese Laws”), and will appoint the senior management personnel recommended
                                            by Party A and employed by Party A to serve as Party B’s general manager, chief financial
                                            officer or other senior management personnel, as permitted by Chinese Laws, responsible for
                                            supervising the business and operation of Party B’s company. Without Party A’s
                                            prior written consent, and subject to Chinese Laws, Party B shall not remove a director recommended
                                            by Party A for any other reason; provided, that, the foregoing sentence shall not apply in
                                            situations of personnel retirement, resignation, incompetence, gross negligence or death.



 


		(3)	Party
                                            B agrees to cause the directors and senior management of Party B to exercise their functions
                                            and powers in accordance with the laws, regulations and articles of association of Party
                                            A.



 


		(4)	Party
                                            A may set up relevant business departments in Party B respectively, and Party A shall pay
                                            salaries to the personnel of the relevant business departments and undertake relevant welfare
                                            expenses according to law.



 


		(5)	Party
                                            A has the right to carry out service-related business in the name of Party B, and Party B
                                            shall provide all necessary support and convenience for Party A to carry out the business
                                            smoothly, including but not limited to issuing to Party A all necessary authorizations required
                                            to provide relevant services.



 


		(6)	Subject
                                            to the provisions of Chinese Laws, Party A shall have the right to audit Party B’s
                                            accounts regularly and at any time, and Party B shall keep accounts in a timely and accurate
                                            manner and provide Party A with its accounts as required by Party A. During the validity
                                            period of this Agreement, Party B agrees to cooperate with Party A and Party A’s shareholders
                                            (including direct or indirect) to conduct audits (including but not limited to audits of
                                            related party transactions and other types of audits), and provides Party A and Party A’s
                                            shareholders (including directly or indirectly) and/or its appointed auditors with relevant
                                            information and materials about Party B’s operations, business, customers, finance,
                                            employees, etc., and agree that Party A’s shareholders disclose such information and
                                            materials in order to meet the requirements of securities supervision.



 


		(7)	Party
                                            B agrees that relevant certificates and official seals that are vital to Party B’s
                                            daily operation, including Party B’s business license, organization code certificate
                                            (if any), official seal, contract seal, special financial seal and legal representative seal,
                                            shall be handed over to and kept by Party B’s director, legal representative, general
                                            manager, chief financial officer and other senior management personnel recommended by Party
                                            A and appointed by Party B in accordance with legal procedures.



 






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	2.	Calculation
                                            of Service Fees, Payment Methods, Financial Statements, Audits and Taxes.



 


		2.1	For
                                            the services provided by Party A in accordance with this Agreement, under the premise of
                                            not violating the mandatory provisions of Chinese law, during the term of this Agreement,
                                            Party B shall make up the losses of the previous years (if necessary) and deduct the necessary
                                            costs, expenses, taxes and fees incurred in the corresponding financial year and withdraw
                                            the statutory provident fund that must be accrued according to law, and then transfer its
                                            and its subsidiaries income (equal to net profit) to Party A as the Service Fee (hereinafter
                                            referred to as the “Service Fee”): Party A has the right to determine the above
                                            deductible items. The amount of such Service Fee shall be determined by Party A, and its
                                            calculation and adjustment shall take into account including but not limited to the following
                                            factors, and Party A has the right to adjust such Service Fee only at its own discretion
                                            without the consent of Party B: (a) The technical difficulty provided by Party A and the
                                            complexity of the technical consultation and other services provided; (b) The time required
                                            for Party A’s technical personnel to provide such software development, technical consultation
                                            and other services; (c) The specific content and commercial value of software development,
                                            technical consulting and other services provided by Party A; (d) Market prices for the same
                                            kind of services. If Party A does not adjust the amount or proportion of the aforesaid Service
                                            Fee, it shall be implemented according to the amount or proportion determined last time.
                                            The Service Fee shall be calculated on an annual basis. Party B shall pay the Service Fee
                                            to the bank account designated by Party A within fifteen (15) days after receipt of the invoice
                                            from Party A for the services incurred in the previous fiscal year, and Party B shall fax
                                            or mail a copy of the payment voucher to Party A within fifteen (15) days after payment.
                                            If Party B is unable to pay the Service Fee on time due to the actual operating conditions
                                            of Party B or its affiliates in a previous financial year, the unpaid part of the Service
                                            Fee for the previous financial year may be extended to the end of next year with the written
                                            consent of Party A. Upon mutual agreement by the Parties, Party A shall have the right to
                                            adjust the payment frequency of the Service Fee, including but not limited to monthly or
                                            quarterly payment, and Party B shall cooperate. Except as otherwise provided in this Agreement,
                                            if Party B fails to pay the Service Fee to Party A on time and in full in accordance with
                                            the provisions hereof, Party A shall have the right to require Party B to continue to pay
                                            the Service Fee in full as well as pay liquidated damages to Party A at an interest rate
                                            of RMB 310,000 per day for the unpaid part.



 


		2.2	Party
                                            A agrees that during the validity period of this Agreement, Party A will enjoy and assume
                                            all economic benefits and risks arising from the business of Party B and its subsidiaries;
                                            Party A will provide financial support to Party B or its affiliates in the event of operating
                                            losses or serious business difficulties; in the event of the above situation, only Party
                                            A has the right to decide whether Party B or its subsidiaries shall continue to operate,
                                            and Party B unconditionally understands and agrees to the above foregoing in relation to
                                            Party A’s sole discretion in such decision.



 


		2.3	Party
                                            B shall provide Party A with the audited consolidated financial statements of Party B and
                                            its subsidiaries in the previous fiscal year within 90 days after the end of each fiscal
                                            year (hereinafter referred to as previous fiscal year”). The financial statements shall
                                            be audited and certified by an independent certified public accountant approved by Party
                                            A; (b) If the audited financial statements indicate any deficiency in the total amount of
                                            Service Fees paid by Party B to Party A during the previous financial year, Party B shall
                                            pay Party A the difference within five (5) days from the date on which Party A or Party B
                                            discovers the difference.



 


		2.4	Party
                                            B shall prepare, and shall cause its subsidiaries to prepare, financial statements that meet
                                            Party A’s requirements in accordance with applicable laws, including but not limited
                                            to generally accepted accounting standards and business practices (GAAP).



 


		2.5	Upon
                                            Party A’s five (5) days’ notice, Party B shall allow Party A and/or its designated
                                            auditors to review the relevant books and records of Party B and its affiliates at Party
                                            B’s main office and make copies of such parts as required in order to verify the accuracy
                                            of the income amounts and statements of Party B and its affiliates. Party B shall provide
                                            relevant information and materials on the operation, business, customers, finance and employees
                                            of Party B and its subsidiaries as required by Party A, and agree that Party A or its direct
                                            or indirect shareholders may disclose such information and material when necessary.



 


		2.6	The
                                            tax burden arising from the implementation of this Agreement shall be borne by the Parties
                                            respectively.



 






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	3.	Intellectual
                                            Property Rights, Confidentiality Clauses and Non-Competition.



 


		3.1	Unless
                                            agreed by Party A, Party A shall have exclusive and proprietary rights and interests of any
                                            rights, ownership rights, interests and intellectual property rights, including but not limited
                                            to all current and future copyrights, patents (including invention patents, utility model
                                            patents and design patents), patent applications, trademarks, trade names, brands, software,
                                            technical secrets, trade secrets, all related goodwill, domain names and any other similar
                                            rights (hereinafter referred to as “such rights”), whether developed by Party
                                            A or Party B or its affiliates during the performance of this Agreement. Party B shall not
                                            and shall cause its affiliates not to assert any such rights against Party A. Party B shall
                                            sign and shall cause its affiliates to sign all documents required to make Party A the owner
                                            of such rights and to take all actions required to make Party A the owner of such rights.
                                            Party B warrants that such rights are free of any defects, and will compensate Party A for
                                            any losses caused by such defects (if any).



 


		3.2	Party
                                            B shall not and shall procure its affiliates not to transfer, assign, mortgage, license or
                                            otherwise dispose of any such rights without the prior written consent of Party A.



 


		3.3	Party
                                            B shall deal with any such rights in accordance with Party A’s instructions from time
                                            to time, including but not limited to assigning or authorizing such rights to Party A or
                                            its designee without violating Chinese Laws.



 


		3.4	The
                                            parties acknowledge that any oral or written information exchanged between the parties in
                                            connection with this Agreement are regarded as confidential information. Each party shall
                                            maintain confidentiality of all such confidential information, and shall not disclose any
                                            such information to any third party without the written consent of the other parties, except
                                            in the following circumstances; (a) is in the public domain (other than through the receiving
                                            Party’s unauthorized disclosure); (b) Information required to be disclosed by applicable
                                            law or the rules or regulations of any stock exchange; or (c) information that is required
                                            to be disclosed by either party to its legal or financial advisor in connection with a transaction
                                            under this Agreement, and such legal advisor or financial advisor is also subject to confidentiality
                                            obligations similar to those in this section. Disclosure of any confidential information
                                            by the staff members or agencies employed by any Party shall be deemed disclosure of such
                                            confidential information by such Party, which Party shall be held liable for breach of this
                                            Agreement. This section shall survive the termination of this Agreement for any reason.



 


		3.5	Without
                                            the consent of Party A, Party B shall not (directly or indirectly), and shall procure its
                                            affiliates not to operate businesses other than those permitted by Party B’s business
                                            license, and shall not directly or indirectly operate any business that competes with Party
                                            A’s business within the territory of China, including investments in entities operating
                                            businesses that compete with Party A’s business, and shall not operate other businesses
                                            beyond the scope of Party A’s written consent.



 


		3.6	During
                                            the validity period of this Agreement, all customer information and other relevant materials
                                            related to Party B’s business and the services provided by Party A shall belong to
                                            Party A.



 


		3.7	The
                                            parties agree that this Section 3 shall continue to be in effect regardless of whether this
                                            Agreement is modified, rescinded or terminated.



 






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	4.	Representations
and Warranties.



 


		4.1	Party
                                            A represents and warrants as follows:



 


		(1)	Party
                                            A is a company legally registered and validly existing in accordance with Chinese Laws, with
                                            independent legal personality; and has full and independent legal status and legal capacity,
                                            and has obtained the appropriate authorization to sign, deliver and perform this Agreement,
                                            and can be an independent subject of litigation.



 


		(2)	Party
                                            A’s signing and performance of this Agreement is within the scope of its legal personality
                                            and its business operations; Party A has taken the necessary corporate actions and is properly
                                            authorized and obtained the consent and approval of third parties and government agencies
                                            to complete the transactions described in this Agreement, and will not violate laws or other
                                            restrictions binding or affecting Party A.



 


		(3)	This
                                            Agreement constitutes a legal, valid and binding obligation on Party A after the execution
                                            and delivery of this Agreement, which are enforceable in accordance with the terms of this
                                            Agreement.



 


		(4)	There
                                            are no lawsuits, arbitrations or other judicial or administrative proceedings that have occurred
                                            and have not been concluded that will affect Party A’s ability to perform its obligations
                                            hereunder, and to the best of its knowledge no one has threatened to take such actions.



 


		(5)	Party
                                            A has disclosed to Party B any contracts, government approvals, licenses or documents binding
                                            its assets or business that may materially and adversely affect its ability to fully perform
                                            its obligations under this Agreement, and there is no misrepresentation or omission of any
                                            material fact in the documents previously provided to Party B.



 


		4.2	Party
                                            B represents and warrants as follows:



 


		(1)	Party
                                            B is a company legally registered and validly existing in accordance with Chinese Laws, with
                                            independent legal personality; and has full and independent legal status and legal capacity,
                                            and has obtained the appropriate authorization to sign, deliver and perform this Agreement,
                                            and can be an independent subject of litigation.



 


		(2)	Party
                                            B’s acceptance of the services provided by Party A does not violate any Chinese Laws;
                                            Party B’s signing and performance of this Agreement is within the scope of its legal
                                            personality and its business operations; Party B has taken the necessary corporate actions
                                            and is properly authorized and obtained the consent and approval of third parties and government
                                            agencies to complete the transactions described in this Agreement, and will not violate laws
                                            or other restrictions binding or affecting Party B.



 


		(3)	This
                                            Agreement constitutes a legal, valid and binding obligation on Party B after the execution
                                            and delivery of this Agreement, which are enforceable in accordance with the terms of this
                                            Agreement.



 






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		(4)	There
                                            are no lawsuits, arbitrations or other judicial or administrative proceedings that have occurred
                                            and have not been concluded that will affect Party B’s ability to perform its obligations
                                            hereunder, and to the best of its knowledge no one has threatened to take such actions. If
                                            any litigation, arbitration or other judicial or administrative penalty occurs or may occur
                                            due to Party B’s assets, business or income, Party B shall notify Party A immediately
                                            upon becoming aware of such litigation, arbitration or other judicial or administrative penalty.



 


		(5)	Party
                                            B has disclosed to Party A any contracts, government approvals, licenses or documents binding
                                            its assets or business that may materially and adversely affect its ability to fully perform
                                            its obligations under this Agreement, and there is no misrepresentation or omission of any
                                            material fact in the documents previously provided to Party A.



 


		(6)	Party
                                            B shall pay the Service Fee to Party A in full and in a timely manner in accordance with
                                            this Agreement; maintain the continuous validity of the licenses and qualifications related
                                            to the business of Party B and its subsidiaries during the service period; assist Party A
                                            in all matters necessary for Party A to effectively perform its duties and obligations under
                                            this Agreement; fully cooperate with Party A and actively cooperate with the services provided
                                            by Party A; accept Party A’s reasonable opinions and suggestions on the business of
                                            Party B and its subsidiaries.



 


		(7)	Without
                                            the prior written consent of Party A, from the date hereof, Party B shall not, and shall
                                            procure its subsidiaries not to sell, transfer, mortgage or otherwise dispose of any of its
                                            assets (except for assets not exceeding RMB 2 million that are required for daily business
                                            operations), business, operating rights or income.



 


		(8)	Without
                                            the prior written consent of Party A, except for the reasonable expenses occurred in the
                                            normal course of business, Party B shall not pay any fees to a third party in any name, nor
                                            shall exempt any third party’s debts, or lend or borrow loans from any third party,
                                            or provide a guarantee or security, or allow any third party to place any other security
                                            interest in its assets or interests.



 


		(9)	Without
                                            the prior written consent of Party A, from the date hereof, Party B shall not, and shall
                                            cause its subsidiaries to not, inherit, guarantee or allow the existence of any debts (except
                                            for debts not exceeding RMB 2 million required for daily business operations).



 


		(10)	Without
                                            the prior written consent of Party A, from the date hereof, Party B shall not, and shall
                                            procure its subsidiaries not to execute and material contract (except for contracts within
                                            RMB 2 million required for daily business operations) or enter into any other contract, agreement
                                            or arrangement that is in conflict with this Agreement or may impair Party A’s rights
                                            and interests under this Agreement.



 


		(11)	Without
                                            the prior written consent of Party A, from the date hereof, Party B shall not, and shall
                                            procure its subsidiaries not to merger or form a joint entity with any third party, invest
                                            in or acquire or be invested in, acquired or controlled by any third party, increase or decrease
                                            its registered capital, or otherwise change the form of the company or its registered capital
                                            structure or accept existing shareholders or third parties invest or increase capital in
                                            Party B, or conduct liquidation or dissolution.



 


		(12)	Under
                                            the premise permitted by relevant Chinese Laws, Party B will appoint the person recommended
                                            by Party A as its director; Unless gained Party A’s prior written consent or there
                                            are statutory reasons, Party B shall not refuse to appoint a person recommended by Party
                                            A for any other reason.



 






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		(13)	Party
                                            B holds any and all government permits, licenses, authorizations and approvals it needs to
                                            conduct its business during the term of this Agreement, and shall ensure that all such government
                                            permits, licenses, authorizations and approvals will continue to be valid throughout the
                                            term of this Agreement. If during the term of this Agreement, any and all government permits,
                                            licenses, authorizations, approvals required by Party B to conduct business need to be changed
                                            and/or added due to changes in the regulations of relevant government departments, Party
                                            B shall make changes and/or complements in accordance with the requirements of relevant laws.



 


		(14)	Timely
                                            inform Party A of the circumstances that have or may have a significant adverse impact on
                                            its business and operations, and do its best to prevent the occurrence of such circumstances
                                            and/or the expansion of losses.



 


		(15)	Without
                                            the prior written consent of Party A, Party B and/or its subsidiaries shall not modify the
                                            articles of association, or change the main business, or make material changes to the business
                                            scope, model, profit model, marketing strategy, business policy or customer relationship.



 


		(16)	Without
                                            the prior written consent of Party A, Party B and/or its subsidiaries shall not enter into
                                            partnership or joint venture or profit-sharing arrangements with any third party, or other
                                            transfer of benefits or arrangements to achieve profit sharing in the form of royalties,
                                            Service Fees or consultancy fees, etc.



 


		(17)	At
                                            Party A’s request from time to time, Party B shall provide Party A with information
                                            on Party B’s business management and financial status.



 


		(18)	Without
                                            the prior written consent of Party A, Party B shall not declare or distribute dividends or
                                            any other benefits to its shareholders.



 


		(19)	Provide
                                            Party A with any technical or other information that it deems necessary or useful to provide
                                            the services under this Agreement, and allow Party A to use the relevant facilities, data
                                            or information of Party B that it deems necessary or useful to provide the services hereunder.



 


		(20)	Without
                                            the prior written consent of Party A, Party B shall not change, replace or dismiss any of
                                            its directors and senior management personnel.



 


		4.3	In
                                            the event of bankruptcy, liquidation, dissolution, termination, death, incapacity of Party
                                            B’s registered shareholders, or other circumstances that may affect their holding of
                                            Party B’s shares, the heirs of the registered shareholders or the then shareholders
                                            or transferees of Party B’s shares will be regarded as a signatory party to this Agreement
                                            and inherits/undertakes all its rights and obligations under this Agreement.



 


Party
A and Party B respectively warrant to the other party that once Chinese law allows Party A to directly hold and Party A decides to hold
Party B’s shares and Party A and/or its subsidiaries and branches can legally engage in Party B’s business, the Parties will
immediately terminate this Agreement.


 






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	5.	Effective
date and term.



 


This
Agreement is effective as of the date hereof. Unless otherwise terminated in accordance with the provisions of this Agreement, this Agreement
will remain in effect for a period of ten (10) years (the “Initial Term”). Upon expiration of the Initial Term, this Agreement
shall automatically renew for successive one (1) year terms unless otherwise terminated in accordance with this Agreement.


 


	6.	Termination.



 


		6.1	This
                                            Agreement shall be terminated in accordance with the following provisions or circumstances:



 


		(a)	In
                                            the event of bankruptcy, liquidation, termination or legal dissolution of Party B within
                                            the validity period of this Agreement, the effective date of its bankruptcy, liquidation,
                                            termination or legal dissolution;



 


		(b)	The
                                            effective date when all the shares of Party B have been transferred to Party A in accordance
                                            with the Exclusive Option Agreement signed by both Party A and Party B and the existing shareholders
                                            of Party B on;



 


		(c)	Once
                                            Chinese Laws allow Party A to directly hold the shares of Party B and Party A and/or its
                                            subsidiaries, and branches can legally engage in Party B’s business, on the date when
                                            Party A is officially registered as the sole shareholder of Party B;



 


		(d)	At
                                            any time during the validity period of this Agreement, Party A shall have the right to terminate
                                            this Agreement by giving a written notice to Party B thirty (30) days in advance, on the
                                            date when the written notice expires;



 


		(e)	Early
                                            Termination in accordance with Section 7 hereunder.



 


		6.2	During
                                            the validity period of this Agreement, Party B shall not terminate this Agreement before
                                            the expiration date. Party A terminates this Agreement in accordance with the above Section
                                            6.1(d), and shall not be liable for any breach of contract for its unilateral termination
                                            of this Agreement.



 


		6.3	After
                                            the termination of this Agreement, the rights and obligations of the Parties under Sections
                                            3, 8, 10, 11 and 16.3 shall continue to be effective.



 


		6.4	The
                                            early termination or expiration of this Agreement for any reason does not relieve either
                                            party of all payment obligations (including but not limited to Service Fees) under this Agreement
                                            due on the date of termination or expiration of this Agreement, nor does it relieve the termination
                                            of this Agreement liability for any previous breaches. Party B shall pay the Service Fee
                                            payable to Party A within fifteen (15) days from the date of termination of this Agreement.



 






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	7.	Liability
for breach of contract.



 


		7.1	Except
                                            as otherwise provided in other terms of this Agreement, if a party (hereinafter referred
                                            to as the “Defaulting Party”) fails to perform its certain obligations hereunder
                                            or otherwise breaches this Agreement, the non-breaching Party (hereinafter referred to as
                                            the “Injured Party”) may: (a) issue a written notice to the Defaulting Party
                                            describing the nature and extent of the default and require the Defaulting Party to remedy
                                            it at its own expense within a reasonable period of time specified in the notice (hereinafter
                                            referred to as the “Remedy Period”); and if the breaching party fails to remedy
                                            within the Remedy Period, the injured Party shall have the right to require the breaching
                                            Party to assume all responsibilities arising from its breach of contract, and to compensate
                                            the injured party for all actual economic losses caused by its breach of contract, including
                                            but not limited to attorney fees, litigation or arbitration fees arising from litigation
                                            or arbitration procedures related to such breach of contract. In addition, the injured party
                                            has the right to require the breaching party to enforce its obligations under this Agreement,
                                            and the injured party also has the right to request the relevant arbitration institution
                                            or court to order the actual performance and/or enforcement of the terms agreed in this Agreement;
                                            (b) Terminate this Agreement and require the breaching Party to bear all responsibilities
                                            arising from its breach of contract and pay all damages; Or (c) according to the Share Interest
                                            Pledge Agreement signed by the Parties and the existing shareholders of Party B on [●],
                                            pledge share rights and interests and enjoy preferential compensation with the amount coming
                                            from the discount, auction or sale all or part of share interests, and the Defaulting Party
                                            shall be required to bear all the losses caused thereby. The injured Party’s exercise
                                            of the aforesaid remedies does not affect its exercise of other remedies in accordance with
                                            the provisions of this Agreement and the law.



 


		7.2	Both
                                            Parties agree and confirm that, unless otherwise mandatory under Chinese Laws, if Party B
                                            is the breaching Party, the injured Party has the right to unilaterally terminate this Agreement
                                            immediately and require the breaching Party to pay damages. If Party A is the Defaulting
                                            Party, the injured Party shall exempt Party A from its obligation of compensation for damages,
                                            and unless otherwise provided by law, the injured Party shall not have any right to terminate
                                            or rescind this Agreement under any circumstances.



 


	8.	Governing
Law, Dispute Resolution and Change of Law.



 


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



 


		8.2	In
                                            the event of any dispute arising from the construction and performance of this Agreement,
                                            the Parties shall first resolve the dispute through good-faith negotiation. In the event
                                            the Parties fail to reach an agreement on the dispute within thirty (30) days after either
                                            Party’s request to the other Party for resolution of the dispute through negotiations,
                                            either party may submit the dispute to the Shanghai International Economic and Trade Arbitration
                                            Commission for arbitration, in accordance with its then-effective arbitration rules. The
                                            arbitration shall be conducted in Shanghai and the language used in the arbitration shall
                                            be Chinese. The arbitral award shall be final and binding on the Parties. The arbitral tribunal
                                            may award compensation for the losses caused by other parties to the Party A due to the breach
                                            of contract by other Parties to this Agreement in respect of Party B’s share rights,
                                            assets or property rights, award injunctive relief for related business or compulsory asset
                                            transfer, or order Party B to go bankrupt. After the arbitral award becomes effective, either
                                            Party has the right to apply to a court of competent jurisdiction to enforce the arbitral
                                            award. If necessary, before making a final ruling on the disputes between the Parties, the
                                            arbitration institution has the right to first order the Defaulting Party to immediately
                                            stop the breach of contract or rule that the breaching Party shall not conduct any conduct
                                            that may further expand the losses suffered by the Party A. Hong Kong, the Cayman Islands
                                            or other courts with jurisdiction (including the court where Party B is domiciled, or the
                                            court where Party B or the Party A’s principal assets are located shall be deemed to
                                            have jurisdiction) are also entitled to grant or enforce the arbitral tribunals award and
                                            has the right to adjudicate or enforce interim relief for Party B’s share rights or
                                            property rights, and has the right to make a ruling or judgment to grant interim relief to
                                            the party initiating the arbitration before the formation of the arbitral tribunal, such
                                            as ruling or ordering the defaulting party to immediately stop the breach of contract or
                                            it is ruled that the breaching Party shall not conduct any conduct that may further expand
                                            the losses suffered by Party A.



 






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		8.3	In
                                            the event of any dispute arising from the construction and performance of this Agreement
                                            or any dispute being subject to arbitration, the Parties to this Agreement shall continue
                                            to exercise their respective rights under this Agreement and perform their respective obligations
                                            under this Agreement except for the matters in dispute.



 


		8.4	After
                                            the execution of this Agreement, if at any time, due to the promulgation to, or change of,
                                            any Chinese Laws, or due to changes in the construction or application of such laws, regulations
                                            or rules; the following provisions shall apply: To the extent permitted by Chinese laws:
                                            (a) if changes in law or newly promulgated provisions are more favorable to either Party
                                            than the relevant laws, regulations, decrees or regulations in effect on the date of this
                                            Agreement (and the other Party is not materially disadvantaged in relation to this Agreement),
                                            the Parties shall promptly apply for the benefits of such changes or new regulations and
                                            use its best efforts to obtain approval of such applications; or (b) if either Party’s
                                            economic interests under this Agreement are directly or indirectly materially and adversely
                                            affected as a result of the above-mentioned changes in law or newly promulgated provisions,
                                            this Agreement shall continue to operate in accordance with the original terms. Each Party
                                            shall use all lawful means to obtain a waiver from compliance with such changes or regulations.
                                            If the adverse impact on the economic interests of either Party cannot be resolved in accordance
                                            with the provisions of this Agreement, after the affected Party notifies the other Party,
                                            the Parties shall promptly negotiate and make all necessary modifications to this Agreement
                                            to maintain the affected Party’s economic interests under this Agreement.



 


	9.	Force
Majeure.



 


		9.1	“Force
                                            majeure” or “force majeure event” means an unforeseeable, unavoidable and
                                            insurmountable event that makes a Party to this Agreement partially or completely unable
                                            to perform its obligations hereunder. Such events include, but are not limited to, earthquakes,
                                            typhoons, floods, wars, strikes, riots, government actions, changes in legal requirements
                                            or their application.



 


		9.2	In
                                            the event of a force majeure event, the obligations of a Party effected by force majeure
                                            under this Agreement shall be automatically suspended during the delay period caused by force
                                            majeure, and its performance period shall be automatically extended accordingly, during which
                                            the party shall not subject to penalty or liability. In the event of a force majeure, the
                                            parties shall consult immediately to seek a just solution, and shall make every reasonable
                                            effort to minimize the impact of the force majeure.



 


	10.	Compensation.



 


Party
B shall compensate Party A for any loss, damage, liability or expense arising from any lawsuit, claim or other demand against Party A
caused by or arising out of the consultation and services provided by Party A at the request of Party B, and hold Party A harmless; unless
such loss, damage, liability or expense is caused by Party A’s gross negligence or willful misconduct.


 


	11.	Notices.



 


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



 


		(1)	Notices
                                            given by personal delivery, by courier service or by registered postage prepaid, shall be
                                            deemed to have been effectively given at the address designated for the notice on the date
                                            of dispatch or refusal;



 


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



 






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		11.2	Either
                                            Party may at any time change its address, fax and/or email address for notices by a notice
                                            delivered to the other Party in accordance with the terms hereof.



 


	12.	Transfer.



 


		12.1	Party
                                            B shall not transfer its rights and obligations hereunder to and third parties without Party
                                            A’s prior written consent.



 


		12.2	Party
                                            B agrees that Party A may transfer its rights and obligations hereunder to any third party
                                            by giving prior written notice to Party B without the consent of Party B.



 


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



 


	14.	Amendment
and Supplement.



 


		14.1	Any
                                            amendments and supplements to this Agreement shall be in writing and subject to the prior
                                            written consent of Party A; the amendment agreement and supplementary agreement related to
                                            this Agreement signed by the Parties shall be an integral part of this Agreement and shall
                                            have the same legal effect as this Agreement.



 


		14.2	If
                                            the Stock Exchange of Hong Kong Limited or any other regulatory authority proposes any amendment
                                            to this Agreement, or it is necessary to amend this Agreement or any arrangements hereunder
                                            in accordance with the Rules Governing the Listing of Securities or other relevant regulations,
                                            rules, codes and guidelines on the Stock Exchange of Hong Kong Limited, the Parties shall
                                            revise this Agreement accordingly.



 


	15.	Copies.
This Agreement is in two (2) copies with equal legal effect.



 


	16.	Miscellaneous.



 


		16.1	Entire
                                            agreement. Except for any written amendments, supplements or changes made after the execution
                                            of this Agreement, this Agreement shall constitute the entire agreement between the Parties
                                            to this Agreement with respect to the subject matter of this Agreement and shall supersede
                                            any prior oral and written negotiations, representations and contracts with respect to the
                                            subject matter of this Agreement.



 


		16.2	Successors
                                            and assigns. This Agreement shall be binding upon each Party’s respective successors
                                            and permitted assigns of such Party.



 


		16.3	Waver.
                                            Either Party may waive its rights under this Agreement, but such waiver must be in writing
                                            and signed by the Parties. A waiver by either Party of a default by another Party in one
                                            instance shall not be deemed a waiver by such Party of a similar default in other instances.



 


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



 


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remainder of this page is intentionally left blank.]


 




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Annex
I Contact Information


 


For
notification purposes, the addresses of the parties are as follows:


 


 


Party
A: Zhizhen Artificial Intelligence Technology (Shanghai) Company Limited


Address:
JT1662, Room 1203, No. 337, Shahe Road, Jiangqiao Town, Jiading District, Shanghai


paul.gaoxiaoi.com


Email:
paul.gaoxiaoi.com


 


Party
B: Shanghai Xiao-i Robot Technology Company Limited


Address:
F7, No. 398, Lane 1555, West Jinshajiang Road, Jiading District, Shanghai


paul.gaoxiaoi.com


Email:
paul.gaoxiaoi.com


 


 


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