Exclusive Technology Consulting and Service Agreement

EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT

This exclusive technology consulting and service agreement (hereinafter referred to as the “Agreement”) isentered intoin Beijing on 18 May 2015 between:

Party A: Beijing New Talent Media (北京聚视文化传媒有限公司)

Address: No. 2-279, Juhe Sixth Street, Jufuyuan Industrial Park, Tongzhou District, Beijing City

Party B: Starry Knight Entertainment Co., Ltd.(北京纵横飞扬国际文化发展有限公司)

Address: No. 1-596, Juhe Sixth Street, Jufuyuan Industrial Park, Tongzhou District, Beijing City

Whereas:

(1)Party A is a wholly foreign-owned enterprise incorporated in Beijing, the People’s Republic of China (the “PRC”)under laws of the PRC;

(2)Party B is a company incorporated and validly existing in Beijing City, the PRC with limited liability under laws of the PRC, which is engaged in production and operation of broadcasting and television program etc.;

(3)Party A has agreed to provide the exclusive technology consulting and related services to Party B, and Party B has agreed to accept the technology consulting and service to be provided by Party A;

Whereas, both parties herein have reached the following agreement after consensus negotiation:

Exclusive Consulting and Service; Sole and Exclusive Interest

1.1During the term of the Agreement, Party A has agreed as the exclusive provider of Party B for such technologies and services to provide relevant technology consulting and services (see Annex 1 for specific service contents) to Party B in accordance with the conditions and terms under the Agreement.

1.2Party B has agreed to accept the technology consulting and services to be provided by Party A, and Party B has further agreed that during the term of the Agreement, Party B shall not accept the technology consulting and services from any third party in relation to the above business unless prior written consent from Party A

Calculation, Payment and Guarantee of Technology Consulting and Service Fee (hereinafter referred to as “Consulting and Service Fee”)

2.1Both parties have agreed that the Consulting and Service Fee under the Agreement is calculated and paid by the methods as set out in Annex 2.

2.2The Consulting and Service Fee payable by Party B under the Agreement is to that the shareholders of Party B provide the pledge guarantee by the equity interest held by it in Party B in favour of Party A.

Intellectual Property Rights

3.1Party A shall own the intellectual property rights for all research and development results and any right derived therefrom generated from Party A’s performance of the Agreement and/or other agreements jointly signed by both parties. Such rights include but not limited to patent application right, copyright of software, technical documents and technical information as carrier, technical secrets, technical know-how or other intellectual property rights, right of licensing others to use such intellectual property rights or transferring such intellectual property rights etc.

3.2For the intellectual property rights and any right derived therefrom held by Party B, after Party A gave a written notice of requesting transfer with Party B, Party B shall transfer unconditionally and immediately such intellectual property rights to Party A.

Representations and Warranties

4.1Party A hereby represents and warrants as the followings:

4.1.1.Party A is a wholly foreign-owned enterprise legally incorporated and validly existing in Beijing, the PRC under laws of the PRC;

4.1.2.Party A has signed and shall perform the Agreement within the scope of its corporate power and business, and it has taken necessary corporate conduct and appropriate authorization, and obtained necessary consents and approvals from third party and governmental authorities, and it does not violate the restrictions binding or affecting it under laws and contracts;

4.1.3.The Agreement, once signed, shall constitute the legal, valid and binding obligation on Party A and which is enforceable on it under the clauses of the Agreement.

4.2Party B hereby represents and warrants as the followings:

4.2.1.Party B is a company legally incorporated and validly existing in Beijing City, the PRC with limited liability under laws of the PRC, which is engaged in production and operation of broadcasting and television program etc.;

4.2.2.Party B has signed and shall perform the Agreement within the scope of its corporate power and business; has taken necessary corporate conduct and appropriate authorization, and obtained necessary consents and approvals from third party and governmental authorities, and it does not violate the restrictions binding or affecting it under laws and contracts;

4.2.3.The Agreement, once signed, shall constitute the legal, valid and binding obligation on Party b and which is enforceable on it under the clauses of the Agreement.

Confidentiality Clauses

5.1Party B agrees to keep secret for Party A’s confidential data and information (hereinafter referred to as “Confidential Information”) known or accessed by it because of acceptance of exclusive consulting and service from Part A by taking all reasonable secrecy measures; without prior written consent form Party A, Party B shall not disclose, provide or transfer the Confidential Information to any third party. Once the Agreement is terminated, Party B shall return any document, information or software which contains the Confidential Information to Party A upon the request of Party A, or shall be destroyed any of the Confidential Information by itself and remove any of the Confidential Information from all relevant memory devices, and shall not continue to use such Confidential Information.

5.2Both parties herein acknowledge and ascertain any oral or written information exchanged among them in respect of the Agreement is confidential. Both parties shall keep confidential of all such information, and without the written consent of the other party, shall not disclose any relevant information to any third parties, save for the following circumstances: (a) the public know or will know such information (provided that it is not arbitrarily disclosed to the public by one of the parties receiving such information);(b) the information is required to be disclosed according to applicable laws or stock exchange rules or regulations; or (c) any one party is required to disclose the information to its legal or financial advisor in respect of the transaction as mentioned in the Agreement and such legal or financial advisor is also required to comply with the confidentiality obligations similar with this Article. Leakage of any one party’s staff or engaging institutions is considered as the leakage of such party, which shall bear the obligations of default according to the Agreement.

5.3Both parties agree that this Clause 5 will remain effective whether the Agreement is invalid, altered, released, terminated or not operable or not.

Indemnity

Party B shall indemnify and hold harmless Party A against any loss, damage, obligation and expenses resulted from any litigation, claim or other requests against Party A arisen or incurred from contents of consulting and service required by Party B.

Effective and Validity Period

7.1The Agreement is effective from 18 May 2015.

7.2Unless terminated early in advance in accordance with the clauses herein or in relevant agreements entered into by both parties otherwise, this Agreement shall have a validity period of ten years.

7.3After agreement by both of Party A and Party B in writing, the Agreement may be renewed upon its expiry unless Party A gives a written notice to not further be renewed before its expiry or otherwise determines the term of renewal, the Agreement shall renew automatically one year upon its expiry (including expiry of any renewal term).

7.4If the operation term (including any extended term) of any party expires or is terminated for other reasons during the period provided in Clauses 7.2 and 7.3, this Contract shall be terminated when the party terminates it unlesssuch party has transferred its rights and obligations under Clause 13 of the Agreement.

Termination

8.1Termination on the date of its expiry. The Agreement shall be terminated on the date of its expiry unless it is renewed under the relevant clauses in the Agreement;

8.2Early termination. During the term of the Agreement, Party A has the right to terminate the Agreement at any time by giving a prior thirty (30) days’ notice to Party B in writing. During the period of the Agreement, if Party B has breached the Agreement, and its breach is not yet rectified within fourteen (14) days from such written notice of breach received from Party A, Party A may terminate the Agreement by giving a written notice to Party B.

8.3Clauses after its termination. After termination of the Agreement, the rights and obligations of both parties under Clauses 5, 8, 10 and 12 shall remain effective.

Governing Laws

Performance, interpretation and enforcement of the Agreement are applicable to laws of the PRC.

Settlement of Disputes

Where both parties have disputes over the interpretation and performance of the clauses under the Agreement, both parties shall settle such disputes through friendly negotiation. If both parties still fail to reach an agreement on the settlement of disputes within thirty (30) days after one party made requirements on the settlement of disputes through negotiation, any party can submit relevant disputes to the China International Economic and Trade Arbitration Commission for arbitration based on then effective arbitration rules. The arbitration shall be conducted in Beijing and the language used in the arbitration shall be Chinese. The arbitration court or arbitrators shall have the right to make verdicts related to remedies or reliefs, including provisional and permanent injunctive reliefs, based on relevant terms hereof and applicable laws of China. The specific enforcement methods shall be based on the provisions hereof and it shall have the right to make decisions on using the equity interest and land assets of Party B as remedies and/or injunctions or require Party B entering into liquidation procedures. The arbitration award shall be the final judgment and shall have binding effects on both parties. To the extent of applicable Chinese laws and where the arbitration court has not been established or under appropriate circumstances, all parties shall have the right to seek provisional injunctive reliefs or other provisional reliefs supporting the arbitration to the court with jurisdiction. All parties shall agree that to the extent of not breaching applicable laws, the Hong Kong court, the Cayman Island court, the people’s court of the incorporation place of Party A, the people’s court of the incorporation place of Party B, the people’s court of the place where major assets of Party A are located and the people’s court of the place where major assets of Party B are located shall have jurisdiction.

Force Majeure

11.1“Force Majeure” refers to any event beyond the reasonable control of one party which cannot be avoided under the reasonable attention of the influenced party, including but not limited to government actions, natural disasters, fire, explosion, storm, flood, earthquake, tide, lightning or war. However, inadequate credit standing, capital and financing shall not be deemed as the matters beyond the reasonable control of one party. The party who influenced by “Force Majeure” and sought to discharge the performance of liabilities under the Agreement shall notify those matters about discharge of liabilities to another party as soon as possible and inform the steps required by it to complete its performance.

11.2When the performance of the Agreement is delayed or obstructed due to the “Force Majeure” as defined above, the party influenced by “Force Majeure” shall not bear any obligations therefor under the Contract within the delayed or obstructed scope. The influenced party shall take appropriate measures to reduce or eliminate the influence of “Force Majeure” and shall strive to recover the delayed or obstructed performance of obligations due to “Force Majeure”. Once “Force Majeure” is eliminated, both parties agree to use its best efforts to recover the performance of the Agreement.

Notice

Notices or other communications issued by any one party according to the requirements of the Agreement shall be written in Chinese or English and shall be sent to the stated addressees of the concerned party or both parties or other addressees notified by another party to the party from time to time or its designated addresses of other persons by hand, registered post, prepaid post or recognized express service or fax. The notice shall be deemed to have been duly served by the following ways: (a) on the date of service if personally served on the party to whom notice is to be given; (b) on the tenth (10th) day after mailing, if mailed to the party to whom notice is to be given, by registered air mail(marked in the postmark), postage prepaid or on the fourth (4th) day after being deposited with an internationally recognized private courier service; and (c) if given through fax, it shall be deemed as actually arrived at the time of receipt showing on the delivery confirmation slip of relevant documents.

Party A:Beijing New Talent Media(北京聚視文化傳媒有限公司)

Address:

Attention:

Fax:

Tel:

Party B: Starry Knight Entertainment Co., Ltd (北京纵横飞扬国际文化发展有限公司)

Address:

Attention:

Fax:

Tel:

Transfer of Agreement

13.1Party B shall not transfer its rights entitled and obligations assumed under the Agreement to any third party unless prior written consent from Party A.

13.2Party B hereby agrees that Party A may transfer its rights and obligations under the Agreement to other third party when it is needed. Party A is only required to give Party B a written notice upon occurrence of such transfer, and not required to obtain consent from Party B for such transfer.

Integrity of the Agreement

Both parties confirm that this Agreement shall constitute an entire agreement or consensus of both parties on the contents hereof after coming into effect and shall supersede all oral or/and written agreement or consensus of both parties previously reached on the contents hereof.

Separability of the Agreement

If any clause under the Agreement is void or unenforceable due to inconsistency with relevant laws, such clause is deemed as invalid within the jurisdiction of relevant laws only, and will not affect legal effect of other clauses in the Agreement.

Amendment and Supplement to the Agreement

Both parties shall make amendment or supplement to the Agreement by agreement in writing. The amendment agreement (s) and supplemental agreement (s) properly signed by both parties in respect of the Agreement constitute an integral part of the Agreement, which shall have the same legal effect as the Agreement.

Counterparts of the Agreement

The originals of the Agreement are in duplicate, each of both partiesholds one original. Each original shall have the same legal force.

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Annex 1: Content of Technology Consulting and Services

Party A shall provide Party B the following technology support and management consulting and other related services according to conditions and manners required by the Agreement: provision of full technology and management support services for business operated by Party B from time to time, including but not limited to technology issue consulting, service outsourcing, data collection and provision involved in respect of the development of Party B’s business, training and dispatching of technical personnel, provision of hardware and software, market expansion service, customer service, investigation and evaluation of supply, guidance of quality control and internal control, development strategy and study and advice on development of new business etc.

Annex 2: Calculation and Payment Method of Technology Consulting and Service Fee

Both of Party A and Party B agree mutually that Party A provides Party B the technology support and management consulting services as agreed by the Agreement from 18 May 2015;

The technology and consulting service fee receivable by Party B in respect of its provision of technology support and management consulting services to Party B under the Agreement represents net profit after tax from business operation of Party B. For the avoidance of doubt, profit of Party B from business operation accumulated before Party A started to provide such technology support and management consulting services shall not be excluded, the first stage of technology and consulting service fee receivable by Party A still is determined based on net profit after tax of Party B then accumulated. Party A shall give a notice of receiving technology and consulting service fee to Party B based on contents and quantity of technology and consulting service provided in the previous month before 15th day of each month, and Party B shall pay in full and in time such technology and consulting service fee based on the amounts as stated in Party A’s notice before 15th day of each month;

Before Party A gives the notice of receiving technology and consulting service fee to Party B, Party B shall provide timely and accurately specific amounts and financial statements for revenue, costs of sales incurred, operating expenses and other related expenses of Party B for the previous month for Party A’s review and verification;

Subject to the principal of maintaining sufficient operating capital for Party Band supporting Party B’s business development plan, in the condition of considering comprehensively operating costs and business development plan and related financial budget of Party B, Party A has the right to determine at any time to receive the technology and consulting service fee which is lower than the fee standard as determined in Clause 2 of this Annex 2. Party A has the right at the end of each quarter to advise on change of amounts for technology and consulting service fee to be received based on revenue and profit position of Party B for such quarter confirmed in accordance with Hong Kong Accounting Standards, and thereby give Party B a notice of change of amounts for technology and consulting service fee to be received, and Party B shall settle in full and in time such technology and consulting service fee in favour of Party A according to the requirements in such notice;

It is final for the amounts of service fee stated in the notice given by Party A in respect of receiving technology and consulting service fee to Party B.