Exhibit 10.1

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT, dated as of January 3, 2020 (the “SPA”), is made by and among Sichuan Wuge Network Games Co., Ltd., a PRC limited liability company (the “Wuge”), shareholders listed in the Exhibit A, (each a “Shareholder,” and collectively the “Shareholders”) who owns 100% equity interests of Wuge and TMSR Holding Company Limited., a Company incorporated under the laws of the State of Nevada (“TMSR”) (individually a “Party” or collectively “Parties”).

RECITALS

NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

SECTION I

PURCHASE OF TMSR SHARES AND DELIVERY

1.1 The Parties agree that TMSR shall issue 4,000,000 shares of TMSR’s common stock (“TMSR Shares”), valued at $1.00 per share, to the Shareholders with individual amount set forth in the Exhibit A, in exchange for the Shareholder’s agreement to enter into, and cause Wuge to, enter into certain VIE Agreements (“VIE Agreements”) with Tongrong Technology (Jiangsu) Co., Ltd. (“WFOE”), through which the WFOE has the right to control, manage and operate Wuge in return for a service fee approximately equal to 100% of Wuge’s net income. The VIE Agreements consist of Consulting Services Agreement, Equity Pledge Agreement, Call Option Agreement, Voting Rights Proxy Agreement and Operating Agreement. 

1.2 Upon closing of the transactions contemplated by this SPA (the “Closing,”), TMSR shall deliver to instruction letters to TMSR’s transfer agent to issue the TMSR Shares to the Shareholders.

1.3 Upon execution of this SPA, the Shareholders shall deliver to TMSR the VIE Agreements executed by Wuge and the Shareholders.

1.4 The Closing shall occur within three (3) business days after Nasdaq Stock Market approves the transactions.

SECTION II

SHAREHOLDERS’ REPRESENTATIONS AND

WARRANTIES.

The Shareholders and Wuge hereby acknowledge, represent and warrant to, and agree with, TMSR and its affiliates as follows:

2.1 The Shareholders are acquiring the TMSR Shares for their own account, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Common Stock or any of the components of the Common Stock, other than the Shareholders. Further, none of the Shareholders has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the TMSR Shares.

2.2 The Shareholders and Wuge have full power and authority to enter into this SPA, the execution and delivery of this SPA have been duly authorized, if applicable, and this SPA constitutes a valid and legally binding obligation of each Shareholder and Wuge.

2.3 The Shareholders acknowledge their understanding that the offering and sale of the Common Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) of the Securities Act and the provisions of Regulation S promulgated thereunder (“Regulation S”). In furtherance thereof, the Shareholders and Wuge represent and warrant and agree that they are not U.S. persons or affiliates of any U.S. persons as defined in Rule 501(b) under the Securities Act.

2.4 The Shareholders:

2.5 The Shareholders represent, warrant and agree that they will not sell or otherwise transfer the TMSR Shares without registration under the Securities Act or an exemption therefrom and fully understands and agrees that they must bear the economic risk of their purchase because, among other reasons, the TMSR Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. In particular, the Shareholders and Wuge are aware that the TMSR Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Shareholders and Wuge also understand that TMSR is under no obligation to register the TMSR Shares on their behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Shareholders and Wuge further understand that sales or transfers of the TMSR Shares are further restricted by state securities laws and the provisions of this SPA.

2.6 No representations or warranties have been made to the Shareholders by TMSR, or any officer, employee, agent, affiliate or subsidiary of TMSR, other than the representations of TMSR contained herein, and in acquiring the TMSR Shares the Shareholder are not relying upon any representations other than those contained herein.

2.7 Any information which the Shareholders have heretofore furnished to TMSR with respect to their financial position and business experience is correct and complete as of the date of this SPA and if there should be any material change in such information they will immediately furnish such revised or corrected information to TMSR.

2.8 The Shareholders understand and agree that the certificates for the TMSR Shares shall bear the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for TMSR such securities may be sold without registration under the Securities Act as well as any applicable “Blue Sky” or state securities laws:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAW.”

2.9 The Shareholder understand that an investment in the TMSR Shares is a speculative investment which involves a high degree of risk and the potential loss of their entire investment.

SECTION III

 TMSR REPRESENTATIONS AND WARRANTIES.

TMSR hereby acknowledges, represents and warrants to, and agrees with the Shareholders and Wuge (which representations and warranties will be true and correct as of the date of the Closing as if they were made on the date of Closing) as follows:

3.1 TMSR has been duly organized, is validly existing and is in good standing under the laws of the State of Nevada. TMSR has full corporate power and authority to enter into this SPA. This SPA, has been duly and validly authorized, executed and delivered by TMSR and are valid and binding obligations of TMSR, enforceable against TMSR in accordance with their terms, except as such enforcement may be limited by the United States Bankruptcy Code and laws effecting creditors rights, generally.

3.2 Subject to the performance by the Shareholders and Wuge of their respective obligations under this SPA and the accuracy of the representations and warranties of the Shareholders and Wuge, the offering and sale of the TMSR Shares will be exempt from the registration requirements of the Securities Act.

3.3 The execution and delivery by TMSR of, and the performance by TMSR of its obligations hereunder in accordance with its terms will not contravene any provision of the charter documents of TMSR.

3.4 The TMSR Shares have been duly authorized and, when issued and delivered as provided by this SPA, will be validly issued and fully paid and non-assessable, and the TMSR Shares are not subject to any preemptive or similar rights.

3.5 Except as otherwise disclosed in its SEC filings, TMSR is not in violation of its charter or bylaws and is not in material default in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust, license, contract, lease or other instrument to which TMSR is a party or by which it is bound, or to which any of the property or assets of TMSR is subject, except such as have been waived or which would not, singly or in the aggregate, prevent TMSR from discharging its obligations under this SPA.

SECTION IV

GENERAL PROVISIONS

4.1 Survival. All representations, warranties, covenants, and obligations in this SPA shall survive until the expiration of the applicable statute of limitation with respect to the underlying claim to which such representation, warranty, covenant, or obligation relates.

4.2 Written Changes. Neither this SPA nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the Party against which enforcement of the change, waiver, discharge or termination is sought.

4.3 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party under this SPA shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence thereto, or of a similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach or default under this SPA, or any waiver on the part of any party of any provisions or conditions of this SPA, must be in writing and shall be effective only to the extent specifically set forth in such writing.

4.4 Entire Agreement. This SPA constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties with respect hereto. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

4.5 Severability. Should any one or more of the provisions of this SPA or of any agreement entered into pursuant to this SPA be determined to be illegal or unenforceable, all other provisions of this SPA and of each other agreement entered into pursuant to this SPA, shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby. The Parties further agree to replace such void or unenforceable provision of this SPA with a valid and enforceable provision which will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.

4.6 Successors and Assigns. The terms and conditions of this SPA shall inure to the benefit of and be binding upon and be enforceable by the successors and assigns of the Parties.

4.7 Governing Law. The validity, terms, performance and enforcement of this SPA shall be governed and construed by the provisions hereof and in accordance with the laws of the State of Nevada applicable to agreements that are negotiated, executed, delivered and performed in the State of Nevada.

4.8 Counterparts. This SPA may be executed concurrently in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each Party and delivered to the other Party.

4.9 Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this SPA and the consummation of the transactions contemplated hereby.

4.10 Third Party Beneficiaries. Nothing expressed or implied in this SPA is intended, or shall be construed, to confer upon or give any person other than the Parties any rights or remedies under or by reason of this SPA.

4.11 Headings. The headings of this SPA are for convenience of reference and shall not form part of, or affect the interpretation of, this SPA.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed and delivered this Share Purchase Agreement as of the date first written above.

Exhibit 10.2

技术咨询与服务协议

Technical Consultation and Service Agreement

本技术咨询与服务协议（以下简称“本协议”）由以下双方于2020年1月3日在中华人民共和国（下称“中国”）上海市签署:

This Technical Consultation and Service Agreement (this “Agreement”) is made and entered into by and between the following parties on January 3, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

甲方和乙方以下各称为“一方”，统称为“双方”。

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

鉴于：

Whereas,

Party A is a wholly-foreign-owned enterprise registered in China that has the necessary resources to provide consulting services;

Party B is a company with exclusively domestic capital in China that needs Party A’s support and services during its business operation.

基于上述，甲乙双方通过友好协商，特同意如下条款，以兹共同遵守：

NOW THEREFORE, through friendly consultation, Party A and Party B hereby agree to enter into and perform this Agreement.

MANAGEMENT CONSULTING AND SERVICES

Party A hereby agrees to provide consultation and services to Party B in the area of human resources, IT and intellectual properties, and Party B hereby agrees to accept such management consultation and services in accordance with the terms and conditions under this Agreement. The management consultation and services provided by Party A include:

providing training and technical support to the staff of Party B;

providing consultation services regarding the marketing of Party B;

providing general advice and assistance relating to the management and operation of Party B’s business;

providing other consultation and services which are necessary for Party B’s businesses.

Party B shall provide appropriate assistance to Party A for its work, including but not limited to providing the relevant data, engineering requirement and technical directions.

The term of this Agreement is twenty (20) years. The Parties agree that, this Agreement can be extended only if Party A gives its written consent of the extension of this Agreement before the expiration of this Agreement and Party B shall agree with this extension without reserve. If Party B’s operation term is required to extended, Party B shall use its best efforts to renew its business license and extend its operation term until and unless otherwise instructed in Party A’s prior written notice.

Party A is the exclusive consultation and services provider of Party B; Party B shall not utilize third party to provide services which are same as or similar with Party A’s services and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement without the prior written consent of Party A. Party A may appoint other parties to provide Party B with the consultations and/or services under this Agreement.

SERVICES FEES

甲乙双方同意，作为本协议第1.1条项下甲方向乙方提供的技术支持和技术服务的对价，乙方应向甲方支付服务费，服务费的数额及支付方式详见本协议附件。该附件可根据双方商议并根据实施情况进行修改。

The Parties agree that, Party B shall pay relevant services fees to Party A which shall be determined according to the Appendix of this Agreement, as the consideration for the technical support and services provided by Party A to Party B as stipulated in Section 1.1. This Appendix can be amended by the Parties in considering the circumstances.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Unless otherwise stipulated in writing by the Parties, Party A shall be the sole and exclusive owner of all rights and interests to any and all intellectual property rights arising from the performance of this Agreement, including, but not limited to, any copyrights, patent, know-how and otherwise, whether developed by Party A or Party B. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

For the purpose of this Agreement, Confidential Information includes, but not limited to, (i) technical information, materials, program, drawing, data, parameter, standard, software, computer program, web design in connection with the development, design, research, produce and maintenance of technology disclosed by one Party to the other Party; (ii) any contracts, agreement, memo, annexes, draft or record (including this Agreement) entered into by the Parties for the purpose of this Agreement; and (iii) any information designated to be proprietary or confidential when it is disclosed by one Party to the other Party. Upon termination or expiration of this Agreement, Party B shall, return all and any documents, materials or software contained any of such Confidential Information to Party A or destroy it, delete all of such Confidential Information from memory devices, and cease to use them.

Any Party shall not disclose any Confidential Information to any third party in any way without the other Party’s prior written consent.

The Parties may disclose Confidential Information solely to its employees, agents or consultant who must know such information, subject to such employees, agents or consultant being bound by confidentiality obligations at least as restrictive as this Section 3.

Notwithstanding the foregoing, Confidential Information shall not be deemed to include the following information:

is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); or

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, in which case the receiving Party will promptly notify the disclosing Party, and will take reasonable and lawful steps to minimize the extent of the disclosure.

Any Party breaching confidentiality obligations under this Section shall indemnity all losses of the other Party.

REPRESENTATIONS AND WARRANTIES

Party A hereby represents and warrants as follows:

Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China.

Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party A’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.

Party B hereby represents and warrants as follows:

Party B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit and license for engaging in its business in a timely manner. It has independent legal person status, and has full and independent civil and legal capacity to execute, deliver and perform this Agreement. It can sue and be sued as a separate entity.

Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party B’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party B.

This Agreement constitutes Party B's legal, valid and binding obligations, enforceable in accordance with its terms.

LIABILITY FOR BREACH OF AGREEMENT

The Parties agree and confirm that, if either Party (the “Defaulting Party”) is in breach of any provisions herein or fails to perform its obligations hereunder, such breach or failure shall constitute a default under this Agreement (the “Default”), which shall entitle the non-defaulting Party to request the Defaulting Party to rectify or remedy such Default with a reasonable period of time. If the Defaulting Party fails to rectify or remedy such Default within the reasonable period of time or within thirty (30) days of non-defaulting Party’s written notice requesting for such rectification or remedy, then the non-defaulting Party shall be entitled to elect any one of the following remedial actions: (a) to terminate this Agreement and request the Defaulting Party to fully compensate its losses and damages; (b) to request the specific performance by the Defaulting Party of its obligations hereunder and request the Defaulting Party to fully compensate non-defaulting Party’s losses and damages.

No waiver of rights in respect of any default hereunder shall be valid unless it was made in writing. Any failure to exercise or delay in exercising any rights or remedy by any Party under this Agreement shall not be deemed as a waiver of such Party. Any partial exercise of any right or remedy shall not affect the exercise of any other rights and remedies.

Notwithstanding Section 5.1 above, the Parties agree and confirm that in no circumstance shall Party B early terminate this Agreement unless the applicable law provides otherwise or it has obtained the prior written consent of Party A.

The validity of this Section shall not be affected by the suspension or termination of this Agreement.

FORCE MAJEURE

In this Agreement, “Force Majeure” will mean war, earthquake and other events which are unforeseen, inevitable and beyond the control of the Party.

If the Force Majeure causes any one party to the Agreement the impossibility to further perform this Agreement, the Parties agree that the suffering party will waive any liability to the other party for any loss that result from any such Force Majeure, provided that the suffering party shall continue to perform this Agreement after the Force Majeure.

AMENDMENT AND TERMINATION

Any amendment of this Agreement shall come into force only after a written agreement is signed by both Parties.

During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving thirty (30) days’ prior written notice to Party B at any time.

During the term of this Agreement, if any Party is going into liquidation (either voluntary or compulsory) or is prohibited to conduct business by the governmental authority, the other Party shall be entitled to terminate this Agreement. The termination notice shall come into force upon the notice is sent.

The amendment and termination of this Agreement shall not affect the exercise of any other remedies under this Agreement. Except when it may be exempted from liability according to law, the Party that is held responsible shall compensate the other Party for all losses and damages thus caused by such amendment or termination.

GOVERNING LAW AND DISPUTE RESOLUTION

The execution, effectiveness, interpretation, performance, amendment, termination and dispute resolution shall be governed by the law of the People’s Republic of China.

In the event of any dispute with respect to 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, either Party may submit the relevant dispute to the Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

NOTICES

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:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在签收或拒收之日为有效送达日。

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

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

If any Party change its address for notices or its contact person, a notice shall be delivered to the other Party in accordance with the terms hereof.

ASSIGNMENT

Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

SEVERABILITY

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

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 aspect. 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.

AMENDMENTS AND SUPPLEMENTS

双方可以书面协议方式对本协议作出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

MISCELLANEOUS

This Agreement shall become effective upon and from the closing of the transactions contemplated in the Share Purchase Agreement by and among Sichuan Wuge Network Games Co., Ltd., shareholders of Sichuan Wuge Network Games Co., Ltd. and TMSR Holding Company Limited dated January 3, 2020.

The clauses in connection with confidentiality obligations, disputes resolution and default responsibilities shall survive rescission or termination of this Agreement.

This Agreement shall be signed in Chinese and English language bearing the same legal effect. In the event of any inconsistency between the Chinese and English language, the Chinese version of this Agreement shall prevail. This Agreement shall have two (2) counterparts, with each party holding one (1) original. All counterparts shall be given the same legal effect.

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[签字页]

[Signature Page]

有鉴于此，双方已使得其授权的代表于文首所述日期签署了本技术咨询与服务协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Technical Consultation and Service Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，双方已使得其授权的代表于文首所述日期签署了本技术咨询与服务协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Technical Consultation and Service Agreement as of the date first above written.

附件 关于技术服务费支付标准、方式的约定

Appendix Provisions on the payment standard and method of technology service fee

Both Parties agreed that Party B should pay service fee relating to Section 1.1 to Party A based on the following terms:

乙方应每年向甲方支付相当于乙方根据美国一般公认会计准则确定的税后净利润的百分之一百(100%),作为本协议项下技术支持与技术服务的基本年费，该等基本年费按季度分四期平均支付，乙方应分别在每个季度收到甲方发票开始之日起的十五（15）个工作日内支付至甲方指定之银行帐户。

Party B should pay 100% of after-tax net income of Party B accepted by US GAAP to Party A as the annual fee (the “Annual Fee”) of technology support and service herein. The Annual fee should be paid to the designed bank account of Party A within fifteen (15) working days after the receiving invoice from Party A.

Party B should negotiate with Party B within seven (7) working days after receiving the written notice regarding the adjustment of the Annual Fee from Party A.

If Party B is in a status of loss accepted by the US GAAP, Party A is obliged to absorb all the loss of Party B and to pay the amount of loss to Party B.

Technical Consultation and Service Agreement

Exhibit 10.3

股权质押合同

Equity Pledge Agreement

本股权质押合同（下称“本合同”）由下列各方于2020年1月3日在中华人民共和国（下称“中国”）上海市签订：

This Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 3, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

在本合同中，质权人、出质人和丙方以下各称“一方”，合称“各方”。

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

鉴于：

Whereas:

Pledgors are two natural persons with the nationality of the People’s Republic of China (hereinafter referred to as “China”) and two legal entities registered in China. The Pledgors collectively hold 100% of the equity interest in Party C in record. Party C is a limited liability company registered in Chengdu, Sichuan Province, China. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee, Pledgor and Party C owned by Pledgor have executed a Technical Consultation and Service Agreement and other control agreements (the “Control Agreements”);

To ensure that Pledgor and Party C fully perform their obligations under the Control Agreements, and pay the consulting and service fees thereunder to the Pledgee when the sum becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Control Agreements.

为了履行控制协议的条款，各方商定按照以下条款签订本合同。

To perform the provisions of the Control Agreements, the Parties have mutually agreed to execute this Agreement upon the following terms.

DEFINITIONS

除非本合同另有规定，下列词语含义为：

Unless otherwise provided herein, the terms below shall have the following meanings:

Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Section 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.

Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement.

Control Agreements: shall refer to Technical Consultation and Service Agreements and other relevant control agreements executed by and among Pledgor, Party C and Pledgee on January 3, 2020.

Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement.

Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

THE PLEDGE

出质人、丙方为完全履行控制协议，以及按时和全额支付控制协议项下质权人应得的任何或全部的款项，包括但不限于控制协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因）之目的，出质人特此将其现有或将拥有的丙方的全部股权权益质押给质权人。

As collateral security for the performance of the Control Agreements and the timely and complete payment when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C and/or Pledgor, including without limitation the consulting and services fees payable to the Pledgee under the Control Agreements, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor’s right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

TERM OF PLEDGE

The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for market regulation (the “AMR”). The Pledge shall be continuously valid until the Pledgor is no longer a shareholder of Party C or the satisfaction of all its obligations by the Party C under the Control Agreements. The Pledgors shall be responsible for recording of this Agreement in the Company’s Register of Shareholders.

During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Control Agreements, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

CUSTODY OF RECORDS FOR EQUITY INTEREST SUBJECT TO PLEDGE

During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the shareholders’ register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

REPRESENTATIONS AND WARRANTIES OF PLEDGOR

Pledgor is the owner of the Equity Interest in record of register of shareholder.

Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

COVENANTS AND FURTHER AGREEMENTS OF PLEDGOR

Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Equity Option Agreement (the “Equity Option Agreement”) executed by Pledgor, the Pledgee and Party C on the execution date of this Agreement;

comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) working days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee;

promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Control Agreements, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

The Pledgors shall process the registration procedures with the competent AMR concerning the Pledge as soon as practical after the execution of this Agreement.

Without notifying Pledgee in advance and obtaining Pledgee’s prior written consent, Pledgor shall not transfer the Equity Interest and any action for the proposed transfer of the Equity Interest of Pledgor shall be invalid. Any payment received by Pledgor for transfer of the Equity Interest shall be firstly used to repay the secured obligations to Pledgee or be placed in escrow with a third party as agreed with Pledgee.

EVENT OF BREACH

The following circumstances shall be deemed Event of Default:

Party C fails to fully and timely fulfill any liabilities under the Control Agreements, including without limitation failure to pay in full any of the consulting and service fees payable under the Control Agreements or breaches any other obligations of Party C thereunder;

Pledgor or Party C has committed a material breach of any provisions of this Agreement;

Except for the performance of the Equity Option Agreement, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

The successor or custodian of Party C is capable of only partially performing or refusing to perform the payment obligations under the Control Agreements.

The occurrence of any adverse change to the assets or property of the Pledgor, which in Pledgee’s determination, may impact the ability of the Pledgor to perform its obligations hereunder.

The occurrence of any other circumstances under which the Pledgee is not or may not able to exercise its rights hereunder in accordance with the applicable law.

Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding to immediately dispose of the Pledge in accordance with the provisions of Section 8 of this Agreement.

EXERCISE OF PLEDGE

Prior to the full payment of the consulting and service fees described in the Control Agreements, without the Pledgee’s written consent, Pledgor shall not assign the Equity Interest in Party C.

Pledgee may issue a written notice to Pledgor when exercising the Pledge.

Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.3. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

In the event of default, Pledgee is entitled to dispose of the Equity Interest in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee.

When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

ASSIGNMENT

Without Pledgee’s prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

At any time, Pledgee may assign any and all of its rights and obligations under the Control Agreements to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Control Agreements, upon Pledgee’s request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AMR.

Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Equity Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

TERMINATION

在控制协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担控制协议项下的任何义务之后，本合同终止，并且在尽早合理可行的时间内，质权人应解除本合同下的股权质押。

Upon the full payment of the consulting and service fees under the Control Agreements and upon termination of Party C’s obligations under the Control Agreements, this Agreement shall be terminated, and Pledgee shall then terminate the equity pledge under this Agreement as soon as reasonably practicable.

HANDLING FEES AND OTHER EXPENSES

一切与本合同有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

CONFIDENTIALITY

各方承认及确定有关本合同、本合同内容，以及彼此就准备或履行本合同而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本合同所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本合同承担违约责任。无论本合同以任何理由终止，本条款仍然生效。

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 the other Party, 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, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, 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 staff members or agencies hired 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.

GOVERNING LAW AND RESOLUTION OF DISPUTES

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

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 thirty (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 Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

NOTICES

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 to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在签收或拒收之日为有效送达日。

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

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

If any Party change its address for notices or its contact person, a notice shall be delivered to the other Parties in accordance with the terms hereof.

SEVERABILITY

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

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.

ATTACHMENTS

本合同所列附件，为本合同不可分割的组成部分。

The attachments set forth herein shall be an integral part of this Agreement.

EFFECTIVENESS

This Agreement shall become effective upon and from the closing of the transactions contemplated in the Share Purchase Agreement by and among Sichuan Wuge Network Games Co., Ltd., shareholders of Sichuan Wuge Network Games Co., Ltd. and TMSR Holding Company Limited dated January 3, 2020.

Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective after the affixation of the signatures or seals of the Parties.

This Agreement is written in Chinese and English in six (6) copies. Pledgor, Pledgee and Party C shall hold one (1) copy respectively. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

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有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Agreement as of the date first above written.

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有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Agreement as of the date first above written.

Equity Pledge Agreement

Exhibit 10.4

股权处分合同

Equity Option Agreement

本股权处分合同（下称“本合同”）由以下各方于2020年1月3日在中华人民共和国（下称“中国”）上海市签订：

This Equity Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 3, 2020 in Shanghai, the People’s Republic of China (“China” or the “PRC”):

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。

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”.

鉴于，乙方合计持有丙方100%的股权权益，甲方与丙方签订了技术咨询与服务协议等一系列控制性协议（“控制协议”）。

Whereas, Party B collectively holds 100% of the equity interest in Party C. Party A and Party C have executed a Technical Consultation and Service Agreement and other control agreements (the “Control Agreements”).

现各方协商一致，达成如下协议：

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

SALE AND PURCHASE OF EQUITY INTEREST

Option Granted

鉴于甲方向乙方支付了人民币1元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地同意，在中国法律允许的前提下，甲方可以按照自行决定的行使步骤，并按照本合同第1.3条所述的价格，要求乙方履行和完成中国法律要求的一切审批和登记手续，使得甲方可以随时一次或多次从乙方购买，或指定一人或多人（“被指定人”）乙方购买乙方所持有的丙方的全部或部分股权（“股权购买权”）。甲方的该股权购买权为独家的。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。

In consideration of the payment of RMB 1 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a “Designee”) to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Party A’s Equity Interest Purchase Option shall be exclusive. 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.

Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知（“股权购买通知”），股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额（“被购买股权”）；和(c) 被购买股权的购买日/转让日。

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 decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为中国法律所允许的最低价格。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称“股权买价”）。如果当基准买价高于1元时，乙方免除甲方支付义务，同意甲方无需履行支付。

The purchase price of the Optioned Interests (the “Base Price”) shall be the lowest price allowed by the laws of China. If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the “Equity Interest Purchase Price”). When the Base Price is higher than One RMB, Party B shall exempt Party A from the obligation of payment and agree that Party A shall not fulfill the payment.

Transfer of Optioned Interests

甲方每次行使股权购买权时：

For each exercise of the Equity Interest Purchase Option:

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);

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.

Party B shall execute a share 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;

The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses 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 and Party B’s Equity Pledge Agreement. “Party B’s Equity Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity Pledge Agreement (“Party B’s Equity Pledge Agreement”) executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Control Agreements executed by and between Party C and Party A.

COVENANTS

Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：

Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

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

They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

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 assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained;

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

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 RMB 100,000 shall be deemed a major contract);

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

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

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;

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;

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;

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 and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

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; and

At the request of Party A, they shall appoint any persons designated by Party A as directors of Party C; without the prior written consent of Party A, they shall not replace the directors of Party C.

Covenants of Party B

乙方承诺：

Party B hereby covenants as follows:

Without the 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 of any security interest, except for the pledge placed on these equity interests in accordance with Party B’s Equity Pledge Agreement;

Party B shall cause the shareholders’ meeting and/or the board of directors of Party C not to approve the 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, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B’s Equity Pledge Agreement;

Party B shall cause the shareholders’ meeting or the board of directors of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

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;

Party B shall cause the shareholders’ meeting or the board of directors 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;

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 and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 

Party B shall appoint any designee of Party A as director and/or executive director of Party C, at the request of Party A; without the prior written consent of Party A, they shall not replace the directors of Party C;

Party B shall issue such power of attorney as Party A may request from time to time, to authorize Party A and/or the individual designated by Party A to exercise Party B’s voting rights as a shareholder in Party C.

At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A’s Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

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. If Party B retains any additional rights other than those rights provided for under this Agreement, Party B’s Equity Pledge Agreement and the powers of attorney issued to Party A and/or the individual designated by Party A, Party B shall not exercise such rights without Party A’s written direction.

REPRESENTATIONS AND WARRANTIES

乙方和丙方特此在本合同签署之日向甲方共同及分别陈述和保证如下：

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

They have the authority to execute and deliver this Agreement and any share 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;

The execution and delivery of this Agreement or any Transfer Contracts and the obligations 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;

Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B’s Equity Pledge Agreement, Party B has not placed any security interest on such equity interests;

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

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.

Party C has complied with all laws and regulations of China applicable to equity or asset acquisitions; and

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.

EFFECTIVE DATE

本协议自四川物格网络游戏有限公司及其股东和TMSR Holding Company Limited于2020年1月3日签署的股份购买协议项下交易交割时起生效。本协议在乙方拥有的全部丙方股权根据本协议的约定依法转让至甲方和/或被指定人名下后终止。

This Agreement shall become effective upon and from the closing of the transactions contemplated in the Share Purchase Agreement by and among Sichuan Wuge Network Games Co., Ltd., shareholders of Sichuan Wuge Network Games Co., Ltd. and TMSR Holding Company Limited dated January 3, 2020. This Agreement shall remain effective until all the equity interest owned by Party B in Party C has been legally transferred to Party A or the Designee(s) in accordance with this Agreement.

GOVERNING LAW AND RESOLUTION OF DISPUTES

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.

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 thirty (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 Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

TAXES AND FEES

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。

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.

NOTICES

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 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:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在签收或拒收之日为有效送达日。

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

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

If any Party change its address for notices or its contact person, a notice shall be delivered to the other Party in accordance with the terms hereof.

CONFIDENTIALITY

各方承认及确定有关本合同、本合同内容，以及彼此就准备或履行本合同而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，下列信息除外：(a)公众人士知悉或将会知悉的任何信息（并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本合同所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本合同承担违约责任。无论本合同以任何理由终止，本条款仍然生效。

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 the other Party, 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, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, 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 staff members or agencies hired 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.

FURTHER WARRANTIES

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。

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.

MISCELLANEOUS

Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。

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

Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。

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.

Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。

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.

Language

本合同以中文和英文书就，一式六（6）份，各方当事人各持壹（1）份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in six (6) copies, each party having one (1) copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

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.

Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。

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.

Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。

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 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.

Survival

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.

The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

LIABILITY FOR BREACH OF AGREEMENT

The Parties agree and confirm that, if any Party (the “Defaulting Party”) is in material breach of any provisions herein or fails to perform any obligations hereunder in any material respect, such breach or failure shall constitute a default under this Agreement (the “Default”), which shall entitle non-defaulting Party to request Defaulting Party to rectify or remedy such Default with a reasonable period of time. If the Defaulting Party fails to rectify or remedy such Default within the reasonable period of time or within 10 days of non-defaulting Party’s written notice requesting for such rectification or remedy, the non-defaulting Party shall be entitled to elect any one of the following remedial actions: (a) to terminate this Agreement and request the Defaulting Party to fully compensate its losses and damages; (b) to request the specific performance by the Defaulting Party of its obligations hereunder and request the Defaulting Party to fully compensate non-defaulting Party’s losses and damages; or (c) to enforce the pledge under the Party B’s Equity Pledge Agreement by selling, auctioning or exchanging the pledged equity thereunder and receive payment in priority from the proceeds derived therefrom, and in the meantime, request the Defaulting Party to fully compensate non-defaulting Party for any losses as a result thereof.

The rights and remedies provided for in this Agreement shall be accumulative and shall not affect any other rights and remedies stipulated at law.

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[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权处分合同，以昭信守。

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

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权处分合同，以昭信守。

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

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权处分合同，以昭信守。

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

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权处分合同，以昭信守。

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

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权处分合同，以昭信守。

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

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权处分合同，以昭信守。

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

Equity Option Agreement

Exhibit 10.5

股东表决权委托及财务支持协议

Voting Rights Proxy and Financial Supporting Agreement

本股东表决权委托及财务支持协议(以下称”本协议”)于2020年1月3日在中华人民共和国（下称”中国”）上海市签订：

This Voting Rights Proxy and Financial Supporting Agreement (the “Agreement”) is executed by and among the following Parties as of January 3, 2020 in Shanghai the People’s Republic of China (“China” or the “PRC”):

在本合同中，甲方称”甲方”或”委托方”，甲方、乙方和丙方以下各称”一方”，合称”各方”。

In this Agreement, Party A shall be collectively referred to as “Party A” or the “Entrusting Party”; 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”.

鉴于：

Whereas:

Party A, the shareholders of Party C, collectively own 100% of the equity interest in Party C in record.

The Entrusting Party is willing to unconditionally entrust Party B or Party B’s designee to vote on his or her behalf at the shareholders’ meeting of Party C, and Party B is willing to accept such proxy on behalf of Entrusting Party.

各方经友好协商，兹一致协议如下：

Therefore, the Parties hereby agree as follows:

PROXY OF VOTING RIGHTS

Entrusting Party hereby irrevocably covenants that, he/she shall execute the Power of Attorney (“POA”) set forth in Exhibit upon signing this Agreement and entrust Party B or Party B’s designee (“Designee”) to exercise all his or her rights as the shareholders of Party C under the Articles of Association of Party C, including without limitation to:

propose to hold a shareholders’ meeting in accordance with the Articles of Association of Party C and attend shareholders’ meetings of Party C as the agent and attorney of Entrusting Party;

exercise all shareholder’s voting rights with respect to all matters to be discussed and voted in the shareholders’ meeting of Party C, including but not limited to designate and appoint the director, the chief executive officer and other senior management members of Party C;

exercise other voting rights the shareholders are entitled to under the laws of China promulgated from time to time; and

exercise other voting rights the shareholders are entitled to under the Articles of Association of Party C amended from time to time;

乙方特此同意接受第1.1条所述该等委托。当收到乙方向委托方发出的更换受托人的书面通知，委托方应立即指定乙方届时指定的其他人行使第1.1条的委托权利；除此外，委托方不得撤销向受托人做出的委托和授权。

Party B hereby agrees to accept such proxy as set forth in Clause 1.1. Upon receipt of the written notice of change of Designee from Party B, the Entrusting Party shall immediately entrust such person to exercise the rights set forth in Clause 1.1. Except the aforesaid situation, the proxy shall be irrevocable and continuously valid.

The Entrusting Party hereby acknowledges and ratify all the actions associated with the proxy conducted by the Designee.

The Parties hereby confirm that, Designee is entitled to exercise all proxy rights without the consent of Entrusting Party.

RIGHTS TO INFORMATION

For the purpose of this Agreement, the Designee is entitled to request relevant information of Party C and inspect the materials of Party C. Party C shall provide appropriate assistance to the Designee for his/her work.

The Entrusting Party and Party C shall immediately inform Party B once the proxy matter happens.

PERFORMANCE OF PROXY RIGHTS

The Entrusting Party shall provide appropriate assistance to the Designee for the performance of proxy rights provided in this Agreement, including signing and executing the shareholders’ resolution and other relevant legal documents (if applicable) which have been confirmed by the Designee.

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 aspect. 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.

FINANCIAL SUPPORTING

考虑到委托方授予的上述投票权，受托人同意安排向丙方提供有关于其业务的必要的资金（”财务支持”）。受托人同意如果因正常商业运作失败而丙方不能偿还其财务支持，丙方将无返还义务。

In consideration of the foregoing grant of voting rights by the Entrusting Party, Party B agrees to arrange for funds to be provided as necessary to Party C in connection with the business (the “Financial Support”). Party B further agrees that should the business fails in the ordinary course of business, and as a result Party C is unable to repay the Financial Support, the Party C shall have no repayment obligation.

REPRESENTATIONS AND WARRANTIES

The Entrusting Party hereby represents and warrants to Party B as follows:

The Entrusting Party has full power and legal right to enter into this Agreement and perform his or her obligations under this Agreement and in executing the POA; This Agreement and the POA constitute legal, valid, binding and enforceable obligation of each Entrusting Party.

Each Entrusting Party has necessary authorization for the execution and delivery of this Agreement, and the execution, delivery and performance of this Agreement will not conflict with or violate any and all constitutional documents of Party C.

Each Entrusting Party is the lawfully registered and beneficial owner of the shares of Party C, and none of the shares held by the Entrusting Party is subject to any encumbrance or other restrictions, except as otherwise provided under the Equity Pledge Agreement and Equity Option Agreement entered into by and between Party B, Party C and the Entrusting Party. According to this Agreement, the Designee has full power and legal rights to exercise the proxy rights according to the Articles of Association of Party C.

Party C hereby represents and warrants as follows:

Party C is a company legally registered and validly existing in accordance with the laws of China and has independent legal person status, and has full and independent civil and legal capacity to execute, deliver and perform this Agreement. It can sue and be sued as a separate entity;

Party C has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party C’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party C.

Each Entrusting Party is the lawfully registered and beneficial owner of the shares of Party C, and none of the shares held by the Entrusting Party is subject to any encumbrance or other restrictions, except as otherwise provided under the Equity Pledge Agreement and Equity Option Agreement entered into by and between Party B, Party C and the Entrusting Party. According to this Agreement, the Designee has full power and legal rights to exercise the proxy rights according to the Articles of Association of Party C.

TERM OF THIS AGREEMENT

This Agreement shall become effective upon and from the closing of the transactions contemplated in the Share Purchase Agreement by and among Sichuan Wuge Network Games Co., Ltd., shareholders of Sichuan Wuge Network Games Co., Ltd. and TMSR Holding Company Limited dated [DATE], with a term of twenty (20) years. The Parties agree that, this Agreement can be extended only if Party B gives its written consent of the extension of this Agreement before the expiration of this Agreement and the other Parties shall agree with this extension without reserve.

If the Entrusting Party has transferred all his or her equity interests in Party C subject to the prior consent of Party B, the obligations and warranties under this Agreement of the Entrusting Party shall be undertaken by the assignee.

NOTICES

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 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:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在签收或拒收之日为有效送达日。

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

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

If any Party change its address for notices or its contact person, a notice shall be delivered to the other Party in accordance with the terms hereof.

CONFIDENTIALITY

各方承认及确定有关本合同、本合同内容，以及彼此就准备或履行本合同而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，下列信息除外：(a)公众人士知悉或将会知悉的任何信息（并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本合同所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本合同承担违约责任。无论本合同以任何理由终止，本条款仍然生效。

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 the other Party, 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, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, 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 staff members or agencies hired 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.

LIABILITY FOR BREACH OF AGREEMENT

The Parties agree and confirm that, if either Party is in breach of any provisions herein or fails to perform its obligations hereunder, such breach or failure shall constitute a default under this Agreement, which shall entitle the non-defaulting Party to request the defaulting Party to rectify or remedy such default with a reasonable period of time. If the defaulting Party fails to rectify or remedy such default within the reasonable period of time or within 10 days of non-defaulting Party’s written notice requesting for such rectification or remedy, then the non-defaulting Party shall be entitled to elect the following remedial actions:

If the defaulting Party is any Entrusting Party or Party C, then Party B has the right to terminate this Agreement and request the defaulting Party to fully compensate its losses and damages;

If the defaulting Party is Party B, then the non-defaulting Party has the right to request the defaulting Party to fully compensate its losses and damages, but in no circumstance shall the non-defaulting Party early terminate this Agreement unless the applicable law provides otherwise.

Notwithstanding otherwise provided under this Agreement, the validity of this Section shall not be affect by the suspension or termination of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

The execution, effectiveness, interpretation, performance, amendment, termination and dispute resolution shall be governed by the law of the People’s Republic of China.

In the event of any dispute with respect to 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, either Party may submit the relevant dispute to the South China Branch of China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Shenzhen, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

ASSIGNMENT

Without Party B’s prior written consent, other Parties shall not assign its rights and obligations under this Agreement to any third party. Entrusting Party and Party C agrees that Party B may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Entrusting Party and Party C.

This Agreement shall be binding on the legal successors of the Parties.

MISCELLANEOUS

The rights and remedies provided for in this Agreement shall be accumulative and shall not affect any other rights and remedies stipulated at law.

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 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.

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.

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

This Agreement shall be signed in Chinese and English language bearing the same legal effect. In the event of any inconsistency between the Chinese and English language, the Chinese version of this Agreement shall prevail. This Agreement shall have six (6) counterparts, with each party holding one (1) original. All counterparts shall be given the same legal effect.

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[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股东表决权委托及财务支持协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Voting Rights Proxy and Financial Supporting Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股东表决权委托及财务支持协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Voting Rights Proxy and Financial Supporting Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股东表决权委托及财务支持协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Voting Rights Proxy and Financial Supporting Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股东表决权委托及财务支持协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Voting Rights Proxy and Financial Supporting Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股东表决权委托及财务支持协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Voting Rights Proxy and Financial Supporting Agreement as of the date first above written.

[签字页]

[Signature Page]

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股东表决权委托及财务支持协议，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Voting Rights Proxy and Financial Supporting Agreement as of the date first above written.

附件

Exhibit

授权委托书

Power of Attorney

签字股东系合计拥有四川物格网络游戏有限公司100%的股权（”本公司股权”）的股东，就本公司股权，特此不可撤销地授权通融科技（江苏）有限公司（”受托人”）在本授权委托书的有效期内行使如下权利：

The undersigned in the signature pages, holders of 100% of the entire registered capital in Sichuan Wuge Network Games Co., Ltd. (“Our Company’s Shareholding”), hereby irrevocably authorize Tongrong Technology (Jiangsu) Co., Ltd.(“Designee”) to exercise the following rights relating to Our Company’s Shareholding during the term of this Power of Attorney:

授权受托人作为本公司唯一的排他的代理人就有关本公司股权的事宜全权代表本公司行使包括但不限于如下的权利：1）参加四川物格网络游戏有限公司的股东会；2）行使按照法律和四川物格网络游戏有限公司章程规定本公司所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本公司股权的全部或任何一部分；以及3）作为本公司的授权代表指定和任命四川物格网络游戏有限公司法定代表人（董事长）、董事、监事、总经理以及其他高级管理人员等。

The Designee is hereby authorized to act on behalf of our company as my exclusive agent and attorney with respect to all matters concerning Our Company’s Shareholding, including without limitation to: 1) attend shareholders’ meetings of Sichuan Wuge Network Games Co., Ltd.; 2) exercise all the shareholder’s rights and shareholder’s voting rights our company is entitled to under the laws of China and Articles of Association of Sichuan Wuge Network Games Co., Ltd., including but not limited to the sale or transfer or pledge or disposition of Our Company’s Shareholding in part or in whole; and 3) designate and appoint on behalf of our company the legal representative (chairperson), the director, the supervisor, the chief executive officer and other senior management members of Sichuan Wuge Network Games Co., Ltd..

受托人将有权在授权范围内代表本公司签署股权处分合同（本公司应要求作为合同方）中约定的转让合同，如期履行本公司作为合同一方的与本授权委托书同日签署的股权质押合同和股权处分合同，该权利的行使将不对本授权形成任何限制。

Without limiting the generality of the powers granted hereunder, the Designee shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Equity Option Agreement, to which our company is required to be a party, on behalf of our company, and to effect the terms of the Equity Pledge Agreement and Equity Option Agreement, both dated the date hereof, to which our company is a party.

受托人就本公司股权的一切行为均视为本公司的行为，签署的一切文件均视为本公司签署，本公司会予以承认。

All the actions associated with Our Company’s Shareholding conducted by the Designee shall be deemed as our company’s own actions, and all the documents related to Our Company’s Shareholding executed by the Designee shall be deemed to be executed by our company. Our company hereby acknowledges and ratifies those actions and/or documents by the Designee.

除非通融科技（江苏）有限公司对本公司发出要求更换受托人的指令，在本公司为四川物格网络游戏有限公司的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。

Unless Tongrong Technology (Jiangsu) Co., Ltd.issues an instruction to our company to change the Designee, this Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as our company is a shareholder of Sichuan Wuge Network Games Co., Ltd..

本授权委托书期间，本公司特此放弃已经通过本授权委托书授权给受托人的与本公司股权有关的所有权利，不再自行行使该等权利。

During the term of this Power of Attorney, our company hereby waive all the rights associated with Our Company’s Shareholding, which have been authorized to the Designee through this Power of Attorney, and shall not exercise such rights by our company.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

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