1.

Global Data Solutions Co., Ltd. (hereinafter referred to as “Existing Shareholder”)

2.

Changshu Wanguo Yunfeng Data Science & Technology Co., Ltd. (hereinafter referred to as “Asset Company”)

3.

Changshu Yuntu Huichuang Data Technology Co., Ltd. (hereinafter referred to as “License Company”)

(2)

The Existing Shareholder intends to transfer all of its equity interests in the License Company to the Asset Company and/or any other entity or individual designated by the Asset Company without violating the PRC Laws and Regulations, and the Asset Company intends to accept the transfer.

(3)

The License Company intends to transfer the Assets of the License Company (as defined below) to the Asset Company and/or the entity or individual designated by the Asset Company without violating the PRC Laws and Regulations, and the Asset

(4)

In order to carry out the aforesaid transfer of equity interests or assets, the Existing Shareholder hereby irrevocably grants to the Asset Company an exclusive call option right to purchase equity interests (the “Stock Option”) and the License Company acknowledges such Stock Option; and the License Company hereby irrevocably grants to the Asset Company an Asset Purchase Option (as defined below) and the Existing Shareholder acknowledges such Asset Purchase Option. To the extent permitted by the PRC Laws and Regulations and in accordance with the Stock Option and the Asset Purchase Option, the Existing Shareholder or the License Company (as applicable) shall, based on the requirements of the Asset Company, transfer the Option Stock or the Assets of the License Company (as defined below) to the Asset Company and/or any other entity or individual designated by the Asset Company in accordance with the provisions of this Agreement.

1.1

Unless otherwise specified or in cases where the context demands a different interpretation, the terms used in this Agreement shall have the following meanings:

1.2

Unless otherwise stipulated in the context of this Agreement, Article, Section, Paragraph and Subparagraph referred to in this Agreement mean the relevant content in this Agreement.

2.1

The Existing Shareholder hereby irrevocably and unconditionally grants, to the Asset Company an exclusive Stock Option, pursuant to which, the Asset Company shall have the right to request the Existing Shareholder to transfer the Option Stock to the Asset Company or its designated entity or individual, to the extent permitted by the PRC Laws and Regulations, in accordance with the procedures specified in this Agreement. The Asset Company also agrees to accept such Stock Option.

2.2

The License Company hereby agrees that the Existing Shareholder grants the Asset Company such Stock Option in accordance with the above Article 2.1 and other provisions in this Agreement.

2.3

The License Company irrevocably and unconditionally grants, to the Asset Company an exclusive Asset Purchase Option, pursuant to which, the Asset Company shall have the right to request the License Company to transfer all or part of the Assets of the License Company to the Asset Company and/or its designated entity and/or individual at any time (including but not limited to when the Asset Company independently determines there is a risk that the Existing Shareholder may be required by the PRC Laws and Regulations to transfer all or part of the Option Stock to any third party other than the Asset Company and/or the individual or entity designated by the Asset Company), in accordance with the procedures specified in this Agreement. The Asset Company also agrees to accept such Asset Purchase Option.

2.4

The Existing Shareholder hereby agrees that the License Company grants the Asset Company such Asset Purchase Option in accordance with the above Article 2.3 and other provisions in this Agreement.

3.1

The Asset Company shall have the right to decide at its absolute discretion the specific time, procedure and number of exercise to the extent permitted by the PRC Laws and Regulations.

3.2

Regarding the Stock Option, if, at the time of the Exercise, the PRC Laws and Regulations then effective allow the Asset Company and/or its designated entity or

3.3

Regarding the Stock Option, during each Exercise, the Asset Company shall have the right to decide at its discretion the number of equity interests to be transferred by the Existing Shareholder to the Asset Company and/or its designated entity or individual, and the Existing Shareholder shall transfer the Transferred Equity Interests to the Asset Company and/or its designated entity or individual respectively as required by the Asset Company. The Asset Company and/or its designated entity or individual shall pay the Conversion Price to the Existing Shareholder for the Transferred Equity Interests under each Exercise.

3.4

Regarding the Asset Purchase Option, during each Exercise, the Asset Company shall have the right to decide at its discretion the specific Assets of the License Company to be transferred by the License Company to the Asset Company and/or its designated entity and/or individual, and the License Company shall transfer the assets to the Asset Company and/or its designated entity and/or individual respectively as required by the Asset Company. Asset Company and/or its designated entity and/or individual shall pay the Conversion Price to the License Company for the transferred assets under each Exercise.

3.5

During each Exercise, the Asset Company may purchase the Transferred Equity Interests or transferred assets by itself or may designate any third party to purchase all or part of the Transferred Equity Interests or transferred assets.

3.6

The Asset Company shall, upon its decision to exercise the Stock Option, issue a written notice to exercise the Option (the “Exercise Notice”, the form of which is set

3.7

The Existing Shareholder hereby represents and warrants that once the Asset Company issues an Exercise Notice:

(1)

It shall promptly pass a shareholder resolution and take all necessary actions to agree on the transfer of the Transferred Equity Interests or transferred assets in whole to the Asset Company and/or its designated entity or individual at the Conversion Price;

(2)

It shall promptly execute an equity transfer agreement or assets transfer agreement with the Asset Company and/or its designated entity or individual to transfer the Transferred Equity Interests or transferred assets in whole to the Asset Company and/or its designated entity or individual at the Conversion Price; and

(3)

It shall provide necessary support to the Asset Company in accordance with the Asset Company's requirements and applicable laws and regulations (including to provide and execute all relating legal documents, perform all government approval, registration, filing procedures and bear all the relevant obligations) to enable the Asset Company and/or its designated entity or individual to obtain the Transferred Equity Interests or transferred assets without legal defects.

3.8

The Existing Shareholder shall, upon the request of the Asset Company, execute a power of attorney (the “Power of Attorney”, the form of which is set forth in Exhibit 4 to this Agreement) to authorize in writing any person designated by the Asset Company (the “Trustee”) to represent the Existing Shareholder to execute any and all necessary legal documents to enable the Asset Company and/or its designated entity or individual to obtain the Transferred Equity Interests or transferred assets without legal defects. The Power of Attorney shall be kept by the Asset Company upon execution, and, when necessary, the Asset Company may at any time require that the Existing Shareholder to execute multiple duplicates of the Power of Attorney and present them to relevant government authorities. When and only when the Asset Company issues a written notice to the Existing Shareholder to dismiss and

4.1

During each Exercise by the Asset Company, the total Conversion Price or asset transfer price payable by the Asset Company or its designated entity or individual shall pay to the Existing Shareholder shall be RMB one (1) yuan or any price agreed upon by the Parities in writing. If, at the time of exercise, any PRC Laws and Regulations have mandatory provisions on the Conversion Price or asset transfer price, the Asset Company or its designated entity or individual shall be entitled to take the minimum price permitted by the PRC Laws and Regulations as the Conversion Price or asset transfer price in accordance with the PRC Laws and Regulations.

4.2

All taxes and fees arising from the exercise of the Stock Option or the Asset Purchase Option under this Agreement in accordance with applicable laws shall be borne by the License Company, the Existing Shareholder, and the Asset Company respectively in accordance with the law.

5.1

The Existing Shareholder hereby makes the following representations and warranties, which shall remain at all times in full force as in the occasion when they are made at the time of the transfer of the Option Stock or the Assets of the License Company.

5.1.1

The Existing Shareholder is a limited liability company duly incorporated and validly existing under the PRC Laws and Regulations as an independent legal person and with complete, independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a litigant in proceedings.

5.1.2

The License Company is a limited liability company duly incorporated and validly existing under the PRC Laws and Regulations as an independent

5.1.3

The Existing Shareholder has full capacity and power to execute and deliver this Agreement and all other documents to be executed by them related to the transaction referred to in this Agreement and has full capacity and power to complete the transaction referred to in this Agreement.

5.1.4

This Agreement is legally and appropriately executed and delivered by the Existing Shareholder. This Agreement constitutes a legal and binding obligation on it, enforceable against it in accordance with the terms of the Agreement.

5.1.5

At the effective date of this Agreement, the Existing Shareholder is the only registered legal owner of the Option Stock. Except for the rights provided under this Agreement, the Equity Pledge Agreement entered into by and between the Existing Shareholder and the Asset Company, and the Shareholder Voting Proxy Agreement entered into by and among the Existing Shareholder, the Asset Company, and the License Company, the Option Stock is free and clear of any liens, pledge, claims, other security interests and other third-party rights; pursuant to this Agreement, the Asset Company and/or its designated entity or individual shall be entitled to the ownership of the Transferred Equity Interests free of any liens, pledge, claims, other security interests and other third-party rights after the Exercise.

5.1.6

Except for the Asset Purchase Option created under this Agreement, the Assets of the License Company are free of any liens, mortgages, claims, other security interests and other third-party rights; pursuant to this Agreement, the Asset Company and/or its designated entity and/or individual shall be entitled to the ownership of the transferred assets free of any liens, mortgages, claims, other security interests and other third-party rights after the Exercise.

5.2

The License Company hereby represents and warrants that:

5.2.1

The License Company is a limited liability company duly incorporated and validly existing under the PRC Laws and Regulations as an independent legal person. The License Company has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a litigant in proceedings.

5.2.2

It has full internal power and authority to execute and deliver this Agreement and all other documents to be executed by it in relation to the transaction referred to in this Agreement, and has full internal power and authority to complete the transaction referred to in this Agreement.

5.2.3

This Agreement is legally and appropriately executed and delivered by the License Company. This Agreement constitutes a legal and binding obligation on the License Company.

5.2.4

The Existing Shareholder is the only registered legal shareholder of the License Company on the effective date of this Agreement. Pursuant to this Agreement, the Asset Company and/or its designated entity or individual shall be entitled to the ownership of the Transferred Equity Interests free of any liens, pledge, claims, other security interests and other third-party rights after the Exercise.

5.2.5

On the effective date of this Agreement, the License Company has all the Certificates necessary for its operation. The License Company has sufficient rights and qualifications to operate business within the territory of China. The License Company has been operating its business lawfully since its foundation and there is no breach of the regulations or requirements of Industrial and Commercial Bureau, Tax Bureau, Telecommunication Administration, Administration of Quality Supervision, Labor and Social Security Bureau or other government authorities in any material aspects.

6.1

Within the term of this Agreement, the Existing Shareholder shall take all necessary actions to ensure that the License Company obtain all Certificates for its business operation in a timely manner and maintain the continuing effectiveness of the Certificates at all times;

6.2

During the term of the Agreement, without prior written consent by the Asset Company:

6.2.1

The Existing Shareholder shall not transfer or dispose of in any other means any Option Stock or create any security interests or third party rights on the Option Stock;

6.2.2

The Existing Shareholder shall not increase or decrease Registered Capital of the License Company;

6.2.3

The Existing Shareholder shall not dispose of or cause the management of the License Company to dispose of any of the Assets of the License Company (except in the ordinary course of business);

6.2.4

The Existing Shareholder shall not terminate or cause the management of

6.2.5

The Existing Shareholder shall not appoint or dismiss any of the directors, supervisors or other management personnel of the License Company that shall be appointed and dismissed by the Existing Shareholder;

6.2.6

The Existing Shareholder shall not cause the License Company to declare or actually pay any distributable profits, interests, or dividends;

6.2.7

The Existing Shareholder shall ensure the continuous existence of the License Company and that the License Company will not be terminated, liquidated or dissolved;

6.2.8

The Existing Shareholder shall not modify the articles of association of the License Company; and

6.2.9

The Existing Shareholder shall ensure that the License Company will not lend or borrow any loan, or provide guarantee or provide securities in other means, or assume any material liabilities for those other than arising from the ordinary business operations;

6.3

During the term of this Agreement, the Existing Shareholder shall use its best endeavor to promote the License Company’s business and to ensure the legal operation of the License Company, without any action or nonfeasance that might damage the Assets of the License Company, its reputation, or the effectiveness of its Certificates.

6.4

During the term of this Agreement, the Existing Shareholder shall promptly inform the Asset Company of any situation that may have a material adverse effect on the existence, business operations, financial condition, assets, or reputation of the License Company, and promptly take all measures approved by the Asset Company to eliminate such adverse situation or take effective remedial measures against it.

7.1

If any consent, permit, waiver or authorization by any third party, or any approval, permit or exemption by any government authority, or any registration or filing formalities (if required by law) with any government authority is required to be obtained or handled with respect to the execution and performance of this Agreement and the exercise of the Stock Option and the Asset Purchase Option under this Agreement, the License Company shall endeavor to assist in satisfying the above conditions.

7.2

Without the Asset Company’s prior written consent, the License Company shall not

7.3

Without the Asset Company’s prior written consent, the License Company shall not transfer or dispose of in any other means any principal Assets of the License Company (except in the ordinary course of business) or create any security interests or third party rights on the Assets of the License Company.

8.1

Regardless of whether this Agreement is terminated or not, the Parties shall be under the obligation to keep strictly confidential any business secrets, proprietary information, client information and other related materials of the other Parties, as well as any other non-public information of any other Party (collectively the “Confidential Information”) obtained during the execution and performance of this Agreement. Except with the prior written consent of the other Party or as required to be disclosed by relevant laws and regulations, securities listing rules, rules or regulations of a stock exchange, or orders of any relevant government department, competent authority, or court, the Party receiving the Confidential Information (referred to as the “Receiving Party”) shall not disclose, give, or transfer the Confidential Information or any part thereof to any third party; except for the purpose of performing this Agreement, the Receiving Party shall not use or indirectly use the Confidential Information or any part thereof for any purpose.

8.2

The following information shall not be considered Confidential Information:

8.3

The Receiving Party may disclose Confidential Information to its or its affiliates' relevant employees, agents, lenders or potential lenders (including agents or trustees of lenders), financing arrangers or potential financing arrangers, and professionals engaged by the aforementioned entities, provided that the Receiving Party shall ensure that the aforementioned personnel are also bound by this Agreement or (with respect to any lender (including agents or trustees of lenders), financing arrangers) separately signed relevant confidentiality agreements to keep

8.4

The Parties agree that, regardless of any change, rescission or termination of this Agreement, this Article 8 shall remain in effect.

10.1

All notices or other correspondences among the Parties in connection with the performance of the rights and obligations under this Agreement shall be in writing and be delivered in person, by registered mail, postage prepaid mail, or recognized express mail to the Party concerned.

10.2

If any of such notices or other correspondences is transmitted by facsimile or telex, it shall be deemed delivered immediately upon transmission; if delivered in person, it shall be deemed delivered at the time of delivery; if posted by mail, it shall be deemed delivered five (5) days after dispatch.

11.1

The Parties agree and acknowledge that, any material breach of any provision of this Agreement, or substantial non-performance of this Agreement by any party (the “Breaching Party”) constitutes a breach of the Agreement (the “Breach”). Any of the non-breaching parties (the “Non-breaching Parties”) shall be entitled to require the Breaching Party to correct or take remedial measures within a reasonable time. Where the Breaching Party does not take any remedy measures in a reasonable time or within 10 days after the written notice from the Non-breaching Parties to request remedial measures, if the breaching party is the Existing Shareholder or the License Company, then the Non-breaching Party, at its discretion, shall have the right to: (1) terminate this Agreement and require full compensation from the Breaching Party; or (2) request for compulsory performance of the obligations of the Breaching Party under this Agreement and request for full compensation from the Breaching Party under this Agreement ; if the Breaching Party is the Asset Company, then the Non-breaching Parties shall have the right to request for compulsory performance of the obligations of the Breaching Party under this Agreement and request for full compensation from the Breaching Party under this Agreement .

11.2

The Parties agree and acknowledge that the Existing Shareholder or the License Company shall under no circumstances prematurely terminate this Agreement for whatever reasons.

11.3

The rights and remedies stipulated in this Agreement are accumulative, and do not preclude other rights or remedies as prescribed by laws and regulations.

11.4

Notwithstanding any other provisions herein, the effect of this Article shall survive the suspension or termination of this Agreement.