Exhibit 10.6


 


English Translation


 





EXCLUSIVE
OPTION AGREEMENT


 


This
Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 22, 2019
in Fuzhou, the People’s Republic of China (“China” or the “PRC”):


 


Party
A: E-Home Household Service Technology Co., Ltd. a wholly foreign owned enterprise, organized and existing under the laws
of the PRC, with its address at _______;


 


Party
B: Wenshan Xie, a Chinese citizen with Identification No.: ______________;


Zhaodi
Zeng, a Chinese citizen with Identification No.: ______________;


Chuanlong
Huang, a Chinese citizen with Identification No.: ______________;


 


Party
C: Fuzhou Bangchang Technology Co. Ltd., a limited liability company organized and existing under the laws of the PRC, with
its address at ___________.


 


In
this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall
be collectively referred to as the “Parties”.


 


Whereas,


 


		1.	Party
                                         B is a shareholder of Party C and as of the date hereof holds 100% of equity interests
                                         of Party C, representing RMB1,010,000 in the registered capital of Party C.



 


		2.	Party
                                         B agrees to grant Party A an exclusive purchase right through this Agreement, and Party
                                         A agrees to accept such exclusive right to purchase all or part equity interest held
                                         by Party B in Party C.



 


Now
therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:


 


		1.	Sale
                                         and Purchase of Equity Interest



 


		1.1	Option
                                         Granted



 


In
consideration of the payment of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B
hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or one or more persons designated by Party A
(each, a “Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at
any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by Chinese laws and at the
price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A
and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to
the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party
A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises,
trusts or non-corporate organizations.


 


		1.2	Steps
                                         for Exercise of Equity Interest Purchase Option



 


Subject
to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a
written notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s
decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the
Designee from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests or the date
for transfer of the Optioned Interests.


 






     


     


    

 


		1.3	Equity
                                         Interest Purchase Price



 


The
purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If PRC law requires a minimum price higher
than the Base Price when Party A exercises Equity Interest Purchase Option, the minimum price permitted under PRC law shall be
the purchase price (collectively, the “Equity Interest Purchase Price”).


 


		1.4	Transfer
                                         of Option Interests



 


For
each exercise of the Equity Interest Purchase Option:


 


		1.4.1	Party
                                         B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution
                                         shall be adopted approving Party B’s transfer of the Optioned Interests to Party
                                         A and/or the Designee(s).



 


		1.4.2	Party
                                         B shall obtain written statements from the other shareholders of Party C giving consent
                                         to the transfer of the equity interest to Party A and/or the Designee(s) and waiving
                                         any right of first refusal related thereto.



 


		1.4.3	Party
                                         B shall execute an equity interest transfer contract with respect to each transfer with
                                         Party A and/or each Designee (whichever is applicable), in accordance with the provisions
                                         of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned
                                         Interests.



 


		1.4.4	The
                                         relevant Parties shall execute all other necessary contracts, agreements or documents,
                                         obtain all necessary government approvals and permits and take all necessary actions
                                         to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s),
                                         unencumbered by any security interests, and cause Party A and/or the Designee(s) to become
                                         the registered owner(s) of the Optioned Interests. For the purpose of this Section and
                                         this Agreement, “security interests” shall include securities, mortgages,
                                         third party’s rights or interests, any stock options, acquisition right, right
                                         of first refusal, right to offset, ownership retention or other security arrangements,
                                         but shall be deemed to exclude any security interest created by this Agreement, Party
                                         B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party
                                         B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer
                                         to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on
                                         the date hereof and any modification, amendment and restatement thereto. “Party
                                         B’s Power of Attorney” as used in this Agreement shall refer to the Power
                                         of Attorney executed by Party B on the date hereof granting Party A with power of attorney
                                         and any modification, amendment and restatement thereto.



 






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		2.	Covenants



 


		2.1	Covenants
                                         regarding Party C



 


Party
B (as a shareholder of Party C) and Party C hereby covenant as follows:


 


		2.1.1	Without
                                         the prior written consent of Party A, they shall not in any manner supplement, change
                                         or amend the articles of association of Party C, increase or decrease its registered
                                         capital, or change its structure of registered capital in other manners;



 


		2.1.2	They
                                         shall maintain Party C’s corporate existence in accordance with good financial
                                         and business standards and practices, obtain and maintain all necessary government licenses
                                         and permits by prudently and effectively operating its business and handling its affairs;



 


		2.1.3	Without
                                         the prior written consent of Party A, they shall not at any time following the date hereof,
                                         sell, transfer, mortgage or dispose of in any manner any material assets of Party C or
                                         legal or beneficial interest in the material business or revenues of Party C of more
                                         than RMB 10,000,000, or allow the encumbrance thereon of any security interest;



 


		2.1.4	Without
                                         the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer
                                         the existence of any debt, except for payables incurred in the ordinary course of business
                                         other than through loans;



 


		2.1.5	They
                                         shall always operate all of Party C’s businesses in the ordinary course of business
                                         to maintain the asset value of Party C and refrain from any action/omission that may
                                         adversely affect Party C’s operating status and asset value;



 


		2.1.6	Without
                                         the prior written consent of Party A, they shall not cause Party C to execute any major
                                         contract, except the contracts in the ordinary course of business (for purpose of this
                                         subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);



 


		2.1.7	Without
                                         the prior written consent of Party A, they shall not cause Party C to provide any person
                                         with any loan or credit;



 


		2.1.8	They
                                         shall provide Party A with information on Party C’s business operations and financial
                                         condition at Party A’s request;



 


		2.1.9	If
                                         requested by Party A, they shall procure and maintain insurance in respect of Party C’s
                                         assets and business from an insurance carrier acceptable to Party A, at an amount and
                                         type of coverage typical for companies that operate similar businesses;



 


		2.1.10	Without
                                         the prior written consent of Party A, they shall not cause or permit Party C to merge,
                                         consolidate with, acquire or invest in any person;



 


		2.1.11	They
                                         shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
                                         arbitration or administrative proceedings relating to Party C’s assets, business
                                         or revenue;



 


		2.1.12	To
                                         maintain the ownership by Party C of all of its assets, they shall execute all necessary
                                         or appropriate documents, take all necessary or appropriate actions, file all necessary
                                         or appropriate complaints, and raise necessary or appropriate defenses against all claims;



 






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		2.1.13	Without
                                         the prior written consent of Party A, they shall ensure that Party C shall not in any
                                         manner distribute dividends to its shareholders, provided that upon Party A’s written
                                         request, Party C shall immediately distribute all distributable profits to its shareholders;



 


		2.1.14	At
                                         the request of Party A, they shall appoint any person designated by Party A as the director
                                         or executive director of Party C;



 


		2.1.15	Without
                                         Party A’s prior written consent, they shall not engage in any business in competition
                                         with Party A or its affiliates; and



 


		2.1.16	Unless
                                         otherwise required by PRC law, Party C shall not be dissolved or liquated without prior
                                         written consent by Party A.



 


		2.2	Covenants
                                         of Party B



 


Party
B hereby covenants as follows:


 


		2.2.1	Unless
                                         having prior written consent of Party A, Party B shall not sell, transfer, mortgage or
                                         dispose of in any other manner any legal or beneficial interest in the equity interests
                                         in Party C held by Party B, or allow the encumbrance thereon, except for the interest
                                         placed in accordance with Party B’s Equity Interest Pledge Agreement and Party
                                         B’s Power of Attorney;



 


		2.2.2	Unless
                                         having prior written consent of Party A, Party B shall cause the shareholders’
                                         meeting and/or the directors (or the executive director) of Party C not to approve any
                                         sale, transfer, mortgage or disposition in any other manner of any legal or beneficial
                                         interest in the equity interests in Party C held by Party B, or allow the encumbrance
                                         thereon of any security interest, except for the interest placed in accordance with Party
                                         B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney;



 


		2.2.3	Unless
                                         having prior written consent of Party A, Party B shall cause the shareholders’
                                         meeting or the directors (or the executive director) of Party C not to approve the merger
                                         or consolidation with any person, or the acquisition of or investment in any person;



 


		2.2.4	Party
                                         B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
                                         arbitration or administrative proceedings relating to the equity interests in Party C
                                         held by Party B;



 


		2.2.5	Party
                                         B shall cause the shareholders’ meeting or the directors (or the executive director)
                                         of Party C to vote their approval of the transfer of the Optioned Interests as set forth
                                         in this Agreement and to take any and all other actions that may be requested by Party
                                         A;



 


		2.2.6	To
                                         the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute
                                         all necessary or appropriate documents, take all necessary or appropriate actions, file
                                         all necessary or appropriate complaints, and raise necessary or appropriate defenses
                                         against all claims;



 


		2.2.7	Party
                                         B shall appoint any designee of Party A as the director or the executive director of
                                         Party C, at the request of Party A;



 






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		2.2.8	Party
                                         B hereby waives its right of first of refusal to transfer of equity interest by any other
                                         shareholder of Party C to Party A (if any), and gives consent to execution by each other
                                         shareholder of Party C with Party A and Party C the exclusive option agreement, the equity
                                         interest pledge agreement and the power of attorney similar to this Agreement, Party
                                         B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and
                                         undertakes not to take any action in conflict with such documents executed by the other
                                         shareholders;



 


		2.2.9	Party
                                         B shall promptly donate any profit, interest, dividend or proceeds of liquidation to
                                         Party A or any other person designated by Party A to the extent permitted under applicable
                                         PRC laws; and



 


		2.2.10	Party
                                         B shall strictly abide by the provisions of this Agreement and other contracts jointly
                                         or separately executed by and among Party B, Party C and Party A, perform the obligations
                                         hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness
                                         and enforceability thereof. To the extent that Party B has any remaining rights with
                                         respect to the equity interests subject to this Agreement hereunder or under the Party
                                         B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney,
                                         Party B shall not exercise such rights except in accordance with the written instructions
                                         of Party A.



 


		3.	Representations
                                         and Warranties



 


Party
B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of
transfer of the Optioned Interests, that:


 


		3.1	They
                                         have the power, capacity and authority to execute and deliver this Agreement and any
                                         equity interest transfer contracts to which they are parties concerning the Optioned
                                         Interests to be transferred thereunder (each, a “Transfer Contract”), and
                                         to perform their obligations under this Agreement and any Transfer Contracts. Party B
                                         and Party C agree to enter into Transfer Contracts consistent with the terms of this
                                         Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This
                                         Agreement and the Transfer Contracts to which they are parties constitute or will constitute
                                         their legal, valid and binding obligations and shall be enforceable against them in accordance
                                         with the provisions thereof.



 


		3.2	Party
                                         B and Party C have obtained any and all approvals and consents from government authorities
                                         and third parties (if required) for execution, delivery and performance of this Agreement.



 


		3.3	The
                                         execution and delivery of this Agreement or any Transfer Contracts and the performance
                                         of any obligation under this Agreement or any Transfer Contracts shall not: (i) cause
                                         any violation of any applicable laws of China; (ii) be inconsistent with the articles
                                         of association, bylaws or other organizational documents of Party C; (iii) cause the
                                         violation of any contracts or instruments to which they are a party or which are binding
                                         on them, or constitute any breach under any contracts or instruments to which they are
                                         a party or which are binding on them; (iv) cause any violation of any condition for the
                                         grant and/or continued effectiveness of any licenses or permits issued to either of them;
                                         or (v) cause the suspension or revocation of or imposition of additional conditions to
                                         any licenses or permits issued to either of them;



 


		3.4	Party
                                         B has a good and merchantable title to the equity interests held by Party B in Party
                                         C. Except for Party B’s Equity Interest Pledge Agreement and Party B’s Power
                                         of Attorney, Party B has not placed any security interest on such equity interests.



 






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		3.5	Party
                                         C has a good and merchantable title to all of its assets, and has not placed any security
                                         interest on the aforementioned assets.



 


		3.6	Party
                                         C does not have any outstanding debts, except for (i) debt incurred in the ordinary course
                                         of business; and (ii) debts disclosed to Party A for which Party A’s written consent
                                         has been obtained.



 


		3.7	Party
                                         C has complied with all laws and regulations of China applicable to asset acquisitions.



 


		3.8	There
                                         are no pending or threatened litigation, arbitration or administrative proceedings relating
                                         to the equity interests in Party C, assets of Party C or Party C.



 


		4.	Effective
                                         Date and Term



 


This
Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party
B in Party C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this
Agreement.


 


		5.	Governing
                                         Law and Resolution Disputes



 


		5.1	Governing
                                         law



 


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


 


		5.2	Methods
                                         of Resolution of Disputes



 


In
the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the
dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after
either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit
the relevant dispute to the Fuzhou Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration
shall be conducted in Fuzhou. The arbitration award shall be final and binding on all Parties.


 


		6.	Taxes
                                         and Fees



 


Each
Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance
with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well
as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.


 


		7.	Notices



 


		7.1	All
                                         notices and other communications required or permitted to be given pursuant to this Agreement
                                         shall be delivered personally or sent by registered mail, postage prepaid, by a commercial
                                         courier service or by facsimile transmission to the address of such Party set forth below.
                                         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:



 






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		7.2	Notices
                                         given by personal delivery, by courier service or by registered mail, postage prepaid,
                                         shall be deemed effectively given on the date of receipt or refusal at the address specified
                                         for notices.



 


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



 


		7.4	For
                                         the purpose of notices, the addresses of the Parties are as follows:



 


Party
A:


Address:


Attn:


Phone:


Facsimile:


 


Party
B:


Address:


Attn:


Phone:


Facsimile:


 


Party
C:


Address:


Attn:


Phone:


Facsimile:


 


		7.5	Any
                                         Party may at any time change its address for notices by a notice delivered to the other
                                         Party in accordance with the terms hereof.



 


		8.	Confidentiality



 


The
Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between
the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party
shall maintain confidentiality of all such confidential information, and without obtaining the written consent of other Parties,
it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will
be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation
to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government
authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial
advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels
or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure
of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure
of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.


 






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		9.	Further
                                         Warranties



 


The
Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions
and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation
of the provisions and purposes of this Agreement.


 


		10.	Breach
                                         of Agreement



 


		10.1	If
                                         Party B or Party C conducts any material breach of any term of this Agreement, Party
                                         A shall have right to terminate this Agreement and/or require the Party B or Party C
                                         to compensate all damages; this Section 10 shall not prejudice any other rights of Party
                                         A herein;



 


		10.2	Party
                                         B or Party C shall not have any right to terminate this Agreement in any event unless
                                         otherwise required by applicable laws.



 


		11.	Miscellaneous



 


		11.1	Amendment,
                                         change and supplement



 


Any
amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.


 


		11.2	Entire
                                         agreement



 


Except
for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute
the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all
prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.


 


		11.3	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.


 


		11.4	Language



 


This
Agreement is written in Chinese in five copies, each Party having one copy. Each copy shall have equal legal validity.


 


		11.5	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 strive 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.


 






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		11.6	Successors



 


This
Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns
of such Parties.


 


		11.7	Survival



 


		11.7.1	Any
                                         obligations that occur or that are due as a result of this Agreement upon the expiration
                                         or early termination of this Agreement shall survive the expiration or early termination
                                         thereof.



 


		11.7.2	The
                                         provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of
                                         this Agreement.



 


		11.8	Waivers



 


Any
Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall
require the signatures of all of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other
Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.








 






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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement ad of the
date first above written.


 


Party
A: E-Home Household Service Technology Co., Ltd.


 





	By:	          	 	 	 
	Name:
    Wenshan Xie	 	 
	Title:
    Legal Representative	 	 
	 	 	 	 	 
	Party
    B:	 	 	 
	 	 	 	 	 
	Wenshan
    Xie	Zhaodi
    Zeng
	 	 	 	 	 
	By:	  	 	By:	          
	 	 	 	 	 
	Chuanlong
    Huang	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Party
    C: Fuzhou Bangchang Technology Co. Ltd.	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:
    Zhaodi Zeng	 	 
	Title:
    Legal Representative	 	 







 


 


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