Exhibit 10.1

股权质押协议

EQUITY INTEREST PLEDGE AGREEMENT

本股权质押协议（“本协议”）由以下各方于2020年 9 月 10 日在上海订立:

This Equity Interest Pledge Agreement（this “Agreement”）is entered into in Shanghai as of September 10th , 2020 by and among the following parties:

北京众巢众行科技有限公司（“外商独资企业”），一家根据中华人民共和国（“中国”）法律在中国上海注册成立的外商独资企业； 

Beijing Zhongchao Zhongxing Technology Co.,Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (“China” or “PRC”), under the laws of China;

杨伟光，身份证号362227198206170314，为众巢医学科技（上海）有限公司（“众巢医学”）的股东；

Weiguang Yang, No. 362227198206170314, shareholder of Zhongchao Medical Technology (Shanghai) Co., Ltd.(“Zhongchao”) ；

上海行众投资管理合伙企业（有限合伙），统一信用代码913101143584694449，为众巢医学的股东；

Shanghai Xingzhong Investment Management LP, Ltd. , No. 913101143584694449, shareholder of Zhongchao；

每一位在上文列明的出质人单独称为 “各股东”，合称为“股东”。

Each of the pledgors listed above (each, a “Shareholder” and collectively, the “Shareholders”)

众巢医学科技（上海）有限公司（“众巢医学”），一家根据中国法律在中国上海注册成立的内资公司

Zhongchao Medical Technology (Shanghai) Co., Ltd. (“Zhongchao”), a domestic company registered in Shanghai, China, under the laws of China

(以上外商独资企业、每一位股东和众巢医学单独称为“一方”，合称为“各方”)。

the WFOE, each of the Shareholders and Zhongchao Yixue, a “Party”, and collectively the “Parties”).

序言

RECITALS

WHEREAS, the Shareholders hold 100 % equity interest in Zhongchao.

杨伟光持有众巢医学出资额人民币9,701,100元，占总股本的76.4%;

Weiguang Yang holds 76.4% of the total equity interest in Zhongchao;

上海行众投资管理合伙企业（有限合伙）持有众巢医学出资额人民币2,997,000元，占总股本的23.6%;

Shanghai Xingzhong Investment Management LP, Ltd. holds 23.6% of the total equity interest in Zhongchao;

WHEREAS, the WFOE and Zhongchao entered into a master exclusive service agreement dated August 14, 2019 (the “Service Agreement”)；

WHEREAS, the WFOE, Zhongchao and the Shareholders entered into a business cooperation agreement dated September 10th ,2020 (the “Business Cooperation Agreement”);

WHEREAS, the WFOE, Zhongchao and the Shareholders entered into an Exclusive Option Agreement dated September 10th ,2020(the “Exclusive Option Agreement”, together with the Service Agreement and the Business Cooperation Agreement and the agreements to be executed among the Shareholders, Zhongchao and the WFOE from time to time, the “Principal Agreements”);

WHEREAS, the WFOE requests the Shareholders to pledge 100% equity interest of Zhongchao they own to the WFOE unconditionally and irrevocably, as security for the performance of the obligations by the Shareholders and Zhongchao under the Principal Agreements, and the Shareholders agree to provide such security.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

协议

AGREEMENT

Principal Agreements

本协议各方认可并确认，本协议项下质押担保的主协议包括，服务协议、业务合作协议、独家购股权协议，以及由股东、众巢医学以及外商独资企业不时签订的各协议。

All Parties hereto acknowledge and confirm that the Principal Agreements for which the security of pledge is provided hereunder include the Service Agreement, the Business Cooperation Agreement, the Exclusive Option Agreement and the agreements to be executed among the Shareholders, Zhongchao and the WFOE from time to time.

The Pledge

股东同意无条件和不可撤销地将其持有的全部众巢医学股权（包括为该等股权支付的任何利息或股息）质押给外商独资企业（“质押股权”），作为对股东、众巢医学履行主协议项下所有、一切义务的担保（“质押”）。本协议各方同意，以1269.81万元人民币（“初始登记金额”）作为本协议签订日主协议项下义务的估值进行初始质押登记。在主合同及本合同有效期内后续期限内，外商独资企业在任何时候有权以任何理由要求任一名股东对初始登记金额进行调整，所有股东应当根据外商独资企业之要求及时完成调整。

Each Shareholder agrees to pledge all of the equity interest of Zhongchao that it owns, including any interest or dividend paid for such equity interest (the “Pledged Equity Interest”) to the WFOE unconditionally and irrevocably, as a security for the performance of any and all obligations by the Shareholder and Zhongchao under the Principal Agreements (the “Pledge”). Parties agree to use RMB 12,698,100 (the “Initial Registration Amount”）as the estimated value of the obligations by the Shareholder and Zhongchao under the Principal Agreements for initial registration purpose. During the term of the Principal Agreements or this Agreement, the WFOE has the rights to request all of the Shareholders to amend the Initial Registration Amount for any reasons, and all Shareholders shall promptly make such adjustments as requested.

The Scope of Pledge

本协议项下的质押所担保的范围包括股东、众巢医学在主协议下的全部欠款、义务和债务、为行使债权人权利和质权而发生的费用、外商独资企业因股东和/或众巢医学的任何违约事件（定义见第8.1条）而遭受的全部直接、间接、衍生损失和可预计利益的丧失（该等损失的金额的依据包括但不限于外商独资企业合理的商业计划和盈利预测、众巢医学在服务协议项下应支付的服务费用）和任何其他相关费用（“担保债务”）。

为避免疑义，股东出资金额或初始登记金额与质押范围或担保债务无关；质押范围、实际担保债务的金额完全不受股东出资金额或初始登记金额的任何限制；任何股东不得以任何方式、任何理由、通过任何程序主张质押范围或担保债务应当受到出资金额或初始登记金额的任何限制。

The Pledge under this Agreement shall cover all indebtedness, obligations and liabilities of the Shareholders and Zhongchao under the Principal Agreements, any fees for exercising the creditor's rights and the Pledge, all the direct, indirect and derivative losses and losses of anticipated profits, suffered by the WFOE, incurred as a result of any Event of Default (as defined in Section 8.1) (the amount of such loss shall be calculated in accordance with the reasonable business plan and profit forecast of the WFOE and the consulting and service fees payable to the WFOE under the Service Agreement, among other factors) and any other related expenses (the “Secured Indebtedness”).

For the avoidance of doubt, the amount of the Shareholders’ capital contribution or the Initial Registration Amount is in no event related to the scope of the Pledge; the scope of the Pledge or the Secured Indebtedness shall not in any way be limited by the amount of the Shareholders’ capital contribution or the Initial Registration Amount; no Shareholder should through any means, use any reasons or pursue any procedure to claim or attempt to claim that scope of the Pledge or the Secured Indebtedness shall in any way be limited by the amount of the Shareholders’ capital contribution or the Initial Registration Amount.

The Term of Pledge

For purpose of equity interest pledge registration, the term of initial pledge registration shall be 20 years. After the expiration of the term of initial pledge registration, the WFOE may at its sole discretion require the Shareholders to extend the term of the equity interest registration. Unless (i) the Parties all agree to terminate this Agreement; (ii) the Principal Agreements have been fulfilled to the satisfaction of the WFOE; or (iii) all of the Principal Agreements have expired or been terminated, the Pledge shall be valid.

During the term of the Pledge, in the event that either the Shareholders or Zhongchao fail to perform any of their respective obligations under the Principal Agreements, the WFOE shall have the right to dispose of the Pledged Equity Interest entirely or partially in accordance with the provisions of this Agreement.

The WFOE shall have the right to collect dividends generated by the Pledged Equity Interest during the term of the Pledge.

Registration

Zhongchao shall (1) on the date of execution of this Agreement, record the Pledge in the shareholders’ register of Zhongchao and provide the shareholders’ register to the WFOE, and (2) submit an application to the relevant administration for industry and commerce (the “AIC”) for the registration of the Pledge as soon as practicable following the execution of this Agreement (no later than sixty (60) business days after the execution of this Agreement) and obtain evidencing documents of such registration. The Shareholders and Zhongchao shall submit all necessary documents and complete all necessary procedures, as required by PRC laws and regulations and the AIC, to ensure that the Pledge shall be duly established and fully enforceable.

Without limitation to any provision of this Agreement, during the term of the Pledge, the original shareholders’ register of Zhongchao shall be in the custody of the WFOE or its designated person.

With the prior consent of the WFOE, the Shareholders may increase their capital contribution to Zhongchao, provided that any capital contribution by the Shareholders to Zhongchao shall be subject to this Agreement. Zhongchao shall immediately amend the shareholders’ register and register the change to the Pledge with the AIC pursuant to the provisions in this Section 5 within five (5) working days.

The Shareholders’ Representations and Warranties

各股东特此向外商独资企业陈述和保证：

Each Shareholder hereby represents and warrants to the WFOE that:

The Shareholder is the sole legal owner of the Pledged Equity Interest.

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

The Shareholder and Zhongchao have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for the execution, delivery and performance of this Agreement.

The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Zhongchao’s articles of association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument to which it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of any permit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions.

The Shareholders’ Covenants and Further Assurance

The Shareholders hereby jointly and severally covenant to the WFOE, that during the term of this Agreement, the Shareholders shall:

without the WFOE’s prior written consent, not transfer the Pledged Equity Interest, establish or permit the existence of any security interest or other encumbrance on the Pledged Equity Interest, or dispose of the Pledged Equity Interest by any other means, except by the performance of the Exclusive Option Agreement;

comply with the provisions of all laws and regulations applicable to the Pledge, 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 the WFOE, and shall comply with the aforementioned notice, order or recommendation or submit claims and appeals with respect to the aforementioned matters upon the WFOE’s reasonable request or upon consent of the WFOE;

promptly notify the WFOE of any event or notice received by the Shareholders that may have an impact on the WFOE’s rights to the Pledged Equity Interest or any portion thereof or other obligations of the Shareholders arising out of this Agreement.

The Shareholders agree that the rights acquired by the WFOE in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Zhongchao, the Shareholders or any heirs or representatives of the Shareholders or any other persons (collectively, the “Relevant Persons”) through any legal proceedings.

Without the prior written consent of the WFOE, the Relevant Persons shall not in any manner supplement, change or amend the articles of association, bylaws or other documents of Zhongchao, increase or decrease its registered capital, or change the structure of its registered capital in other manners;

Without the prior written consent of the WFOE, the Relevant Persons shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Zhongchao or legal or beneficial interest in the business or revenues of Zhongchao, or allow the encumbrance thereon of any security interest or other encumbrance; or

Without the prior written consent of the WFOE, the Relevant Persons shall ensure that Zhongchao shall not in any manner distribute dividends to its shareholder(s), make asset distributions or reduce its capital or initiate liquidation procedures or make any other distributions. Any distributions, including without limitation, the distributed assets or the residual assets in liquidation shall be deemed as part of the Pledge.

To protect or perfect the security interest granted by this Agreement for payments under the Principal Agreements, the Shareholders hereby undertake to execute in good faith and to cause other parties who have interests in the Pledge to execute all certificates, agreements, deeds and/or covenants required by the WFOE. The Shareholders also undertake to perform and to cause other parties who have interests in the Pledge to perform actions required by the WFOE, to facilitate the exercise by the WFOE of its rights and authority granted thereto by this Agreement, and to execute all relevant documents regarding ownership of the Pledged Equity Interest with the WFOE or its designee(s). The Shareholders undertake to provide the WFOE within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by the WFOE.

The Shareholders hereby undertake to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure to perform all or part of such guarantees, promises, agreements, representations and conditions, the Shareholders shall indemnify the WFOE for all losses resulting therefrom.

Exercise of Pledge

Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived):

any statement, warranty or representation made by the Shareholders or Zhongchao under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Shareholders or Zhongchao breach or fail to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any Principal Agreements; or

any or more of the obligations of the Shareholders or Zhongchao under this Agreement or any of the Principal Agreements are deemed as unlawful or void.

Upon the occurrence and during the continuance of an Event of Default, the WFOE shall have the right to require the Shareholders to immediately pay any amount payable by Zhongchao under the Service Agreement, repay any loans and pay any other due payments, and the WFOE shall have the right to exercise all such rights as a secured party under any applicable PRC law, including the Guarantee Law of the People's Republic of China and the Property Law of the People’s Republic of China, as in effect from time to time, including without limitations:

to sell all or any part of the Pledged Equity Interest at one or more public or private sales upon three (3) days’ written notice to the pledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or

to execute an agreement with the Shareholders to acquire the Pledged Equity Interest based on its monetary value which shall be determined by referencing the market price of the pledged property or another price as agreed between parties.

The Shareholders and Zhongchao, at the request of the WFOE, shall take all lawful and appropriate actions to secure the WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Shareholders and Zhongchao shall sign all the documents and materials and carry out all measures and take all actions reasonably required by the WFOE.

Assignment

Zhongchao and the Shareholders shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

Zhongchao and the Shareholders hereby agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide, at its sole discretion, and such transfer shall only be subject to a written notice sent to Zhongchao and the Shareholders.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Save as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

Entire Agreement and Amendment to Agreement

This Agreement and all agreements and/or documents mentioned or included explicitly by this Agreement constitute the complete agreement with respect to the subject matter of this Agreement and shall supersede any and all prior oral agreements, contracts, understandings and communications made by the Parties with respect to the subject matter of this Agreement.

Any modification of this Agreement shall be made in a written form and shall only become effective upon execution by all Parties of this Agreement. Modifications and supplements to this Agreement duly executed by the Parties shall be parts of this Agreements and shall have the same legal effect as this Agreement.

Governing Law

本协议受中国法律管辖且据其进行解释。

This Agreement shall be construed in accordance with and governed by the laws of China.

Dispute Resolution

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission (the “Arbitration Commission”) for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai, and the language of arbitration shall be Chinese. The arbitration tribunal shall be composed of only one arbitrator, which shall be appointed by the arbitration commission. The arbitral award shall be final and binding upon all Parties.

Throughout any dispute resolution and arbitration proceedings, the Parties shall continue to perform this Agreement, to the extent practical, with the exception of the matter that is under arbitration. Each Party shall be responsible for its own expenses in connection with resolving any Dispute, but the arbitration fees shall be shared equally.

Effective Date and Term

This Agreement shall be signed and shall take effect as of the date set forth above.

This Agreement shall remain effective as long as the Pledge exists.

Notices

任何一方按本协议规定发出的通知或其他通信应以英文或中文语书写，并可以专人递送、挂号邮寄、邮资预付邮寄、或受承认的专递服务或发送传真的形式发送到有关各方不时指定的收件地址。通知被视为实际到达的日期，应按如下方式确定：（a)专人递送的通知，专人递送当日即视为已实际送达；（b)用信函发出的通知，则在邮资付讫的航空挂号信寄出日（依邮戳为准）后的第十（10)天，即视为已实际送达，或在送交专递服务公司后的第四（4)天，即视为已实际送达；以及(c)用传真发送的通知，在有关文件的传送确认单上所显示的接收时间，即视为已实际送达。

Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of each relevant party as specified by such party from time to time. The date when a notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon delivery; (b) a notice sent by mail is deemed duly served on the tenth (10th) day after the date when the postage prepaid registered airmail is posted (as evidenced by the postmark), or on the fourth (4th) day after the date when the notice is delivered to an internationally-recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon receipt as evidenced by the time shown in the transmission confirmation for the relevant documents.

Severability

如果本协议项下的任何条款因与有关法律不一致而无效或不可执行，则该条款仅在有关法律的管辖范围之内被视为无效或不可执行，并且本协议其他条款的有效性，合法性和可强制执行性不受其影响。

If any provision of this Agreement is judged to be invalid or unenforceable because it is inconsistent with applicable laws, such invalidity or unenforceability shall be only with respect to such laws, and the validity, legality and enforceability of the other provisions hereof shall not be affected.

Counterparts

本协议由协议各方签署四（4)份原件，各方各执一（1)份，所有原件具有同等法律效力。本协议可以一份或多份副本方式签署。

This Agreement shall be executed in four (4) originals by all Parties, with each Party holding one (1) original. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

Languages

本协议的英文文本和中文文本具有同等法律效力。若英文文本和中文文本有任何不一致的约定，应以中文文本的相关内容为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京众巢众行科技有限公司

Beijing Zhongchao Zhongxing Technology Co.,Ltd.

授权代表（Authorized Representative）： /s/ Weiguang Yang

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

众巢医学科技（上海）有限公司

Zhongchao Medical Technology (Shanghai) Co., Ltd.

授权代表（Authorized Representative）： /s/ Weiguang Yang.

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

杨伟光

Weiguang Yang

授权代表（Authorized Representative）： /s/ Weiguang Yang

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

上海行众投资管理合伙企业（有限合伙）

Shanghai Xingzhong Investment Management LP, Ltd.

签字/Signature: /s/ Weiguang Yang.

16 / 16

Exhibit 10.2

委托协议及授权委托书

PROXY AGREEMENT AND POWER OF ATTORNEY

本委托协议及授权委托书（“本协议”）于2020年 9 月 10 日由以下各方于上海订立:

This Proxy Agreement and Power of Attorney（this “Agreement”）is entered into in Shanghai as of September 10th , 2020 by and among the following parties:

Beijing Zhongchao Zhongxing Technology Co.,Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People's Republic of China (“China” or “PRC”), under the laws of China; and

Zhongchao Medical Technology (Shanghai) Co., Ltd. (“Zhongchao”), a domestic company registered in Shanghai, China, under the laws of China; and

Each of the parties listed under Schedule 1 (each, a “Shareholder” and collectively, the “Shareholders”)

(以上外商独资企业、众巢医学和每一位股东单独称为“一方”，合称为“各方”) 。

(Each of the WFOE, Zhongchao and each of the Shareholders, a “Party”, and collectively the “Parties”).

序言

RECITALS

WHEREAS, the Shareholders hold 100% equity interest in Zhongchao.

WHEREAS, the WFOE, Zhongchao and Shareholders have entered into Master Exclusive Service Agreement, Business Cooperation Agreement, Exclusive Option Agreement and Equity Interest Pledge Agreement; these contractual arrangements provide Zhongchao with services necessary for its business operation and also ensure that the WFOE has comprehensive, continuous and effective control over Zhongchao ;

WHEREAS, as the consideration for the WFOE and its affiliates to provide Zhongchao with services necessary for its business operation, the WFOE has requested the Shareholders to appoint the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) as its attorney-in-fact (“Attorney-in-Fact”), with full power of substitution, to exercise any and all of the rights in respect of the Shareholders’ equity interest in Zhongchao and the Shareholders have agreed to make such appointment.

因此，基于本协议包含的前提、陈述、保证、承诺和约定，本协议各方约定如下并接受其法律效力：

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

协议

AGREEMENT

Section 1 第1条

每一位股东在此不可撤销地选定、委托及任用外商独资企业(及其继任者，包括取代外商独资企业的清算人，如涉及）为其受托人代表该股东行使相关法律法规及众巢医学的公司章程规定的就该股东所持众巢医学之股权而享有的任何及所有权利（包括但不限于以下所列权利）（合称“股东权利”）：

Each Shareholder hereby irrevocably nominates, appoints and constitutes the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) as its Attorney-in-Fact to exercise on such Shareholder’s behalf any and all rights that such Shareholder has in respect of such Shareholder’s equity interest in Zhongchao conferred by relevant laws and regulations and the articles of association of Zhongchao, including without limitation, the following rights (collectively, “Shareholder Rights”)：

To call and attend shareholders’ meetings of Zhongchao , and receive notices and materials with respect to the shareholders meeting (as for the purpose of this Agreement, unless otherwise stipulated herein, “shareholders^’ meetings” includes the meaning of “the general meeting” );

to execute and deliver any and all written resolutions and meeting minutes in the name and on behalf of such Shareholder;

to vote by itself or by proxy on any matters discussed on shareholders’ meetings of Zhongchao , including without limitation, the sale, transfer, mortgage, pledge or disposal of any or all of the assets of Zhongchao;

to sell, transfer, pledge or dispose of any or all of the equity interest in Zhongchao;

to nominate, appoint or remove the directors, supervisors and senior management of Zhongchao when necessary;

to oversee the economic performance of Zhongchao;

to have full access to the financial information of Zhongchao at any time;

to file any shareholder lawsuits or take other legal actions against Zhongchao’s directors or senior management members when such directors or members are acting to the detriment of the interest of Zhongchao or its shareholder(s);

to approve annual budgets or declare dividends;

to manage and dispose of the assets of Zhongchao;

to have the full rights to control and manage Zhongchao’s finance, accounting and daily operation (including but not limited to signing and execution of contracts and payment of government taxes and duties);

to approve the filing of any documents with the relevant governmental authorities or regulatory bodies; and

any other rights conferred by the articles of association of Zhongchao and/or the relevant laws and regulations on the shareholders.

股东进一步同意并承诺，未经受托人事先书面同意，股东不得行使任何股东权利。

Each Shareholder further agrees and undertakes that without the Attorney-in-Fact’s prior written consent, it shall not exercise any of the Shareholder Rights.

Section 2 第2条

受托人有权完全自主决定委任一名或多名替换人选，行使受托人在本协议项下的任何或全部权利，受托人亦有权自主决定撤销对该等替换人选的委任。

The Attorney-in-Fact has the right to appoint, at its sole discretion, a substitute or substitutes to perform any or all of its rights of the Attorney-in-Fact under this Agreement, and to revoke the appointment of such substitute or substitutes.

Section 3 第3条

众巢医学确认、承认并同意受托人代表股东行使任何及全部的股东权利。众巢医学进一步确认并承认：（i)受托人已进行或将进行的任何行为，已作出或将作出的任何决定，或已签署或将签署的任何文书或其他文件视同股东本人进行的行为、股东本人作出的决定或股东本人签署的文件，具有同等法律效力；及（ii)对于股东违反本协议规定采取或实施的任何行为，众巢医学将不认可，也不会对此予以配合或协助。

Zhongchao confirms, acknowledges and agrees to the appointment of the Attorney-in-Fact to exercise any and all of the Shareholder Rights. Zhongchao further confirms and acknowledges that (i) any and all acts done or to be done, decisions made or to be made, and instruments or other documents executed or to be executed by the Attorney-in-Fact, shall therefore be as valid and effectual as though done, made or executed by the Shareholders, and (ii) Zhongchao will not recognize and facilitate any and all activities of the Shareholders which are in violation of or inconsistent with this Agreement.

Section 4 第 4 条

(a) 每一位股东均在此同意，如果股东在众巢医学中所持股权有所增加，无论是否通过认购众巢医学的新增注册资本的方式，股东对于所增持股权所享有的任何股东权利均受本协议制约，受托人均有权代表股东对任何增持股权行使本协议第1条规定的股东权利；同样，如果任何人取得众巢医学股权，无论是通过自愿转让、依法转让、强制拍卖还是任何其他方式，该受让人所取得所有众巢医学之股权仍旧受本协议制约，受托人有权继续对该等股权行使本协议第1条规定的股东权利。

(a) Each Shareholder hereby acknowledges that, if the Shareholder increases its equity interest in Zhongchao, whether by subscribing for additional registered capital thereof or otherwise, any Shareholder Rights in connection with such additional equity interest acquired by the Shareholder shall be automatically subject to this Agreement and the Attorney-in-Fact shall have the right to exercise the Shareholder Rights with respect to such additional equity interest on behalf of the Shareholder as described in Section 1 hereunder; if the Shareholder’s equity interest in Zhongchao is transferred to any other party, whether by voluntary transfer, judicial sale, foreclosure sale, or otherwise, any such equity interest in Zhongchao so transferred remains subject to this Agreement and the Attorney-in-Fact shall continue to have the right to exercise the Shareholder Rights with respect to such equity interest in Zhongchao so transferred as described in Section 1 hereunder.

(b) 为避免任何疑问，若股东需要根据其与外商独资企业或其关联方签订的《独家购股权协议》、《股权质押协议》（包括不时修改后的版本）向外商独资企业或其关联方转让股权，受托人有权代表股东签署股权转让协议及其他相关协议，履行股东于《独家购股权协议》及《股权质押协议》项下的所有义务。若外商独资企业提出要求，股东应签署任何文件、加盖公章和/或印章，并采取任何其他必要行动以完成前述股权转让。

(b) Furthermore, for the avoidance of any doubt, if any equity interest transfer is contemplated under any exclusive option agreement and equity interest pledge agreement(s) that such Shareholder enters into for the benefits of the WFOE or its affiliate (as may be amended from time to time), the Attorney-in-Fact shall, on behalf of the Shareholder, have the right to sign the equity interest transfer agreement and other relevant agreements and to perform all shareholder obligations under the exclusive option agreement and the equity interest pledge agreement(s). If required by the WFOE, the Shareholder shall sign any documents and fix the chops and/or seals thereon and the Shareholder shall take any other actions as necessary for purposes of consummation of the aforesaid equity interest transfer.

Section 5 第5条

股东进一步同意并向外商独资企业承诺，假如股东由于其在众巢医学的股权利益收到任何股息、利息、任何其他形式的资本分派、清算后剩余财产、或因股权转让产生的收入或对价，股东将会在法律允许的范围内，将所有这些股息、利息、资本分派、资产、收入或对价给予外商独资企业或其指定的实体而不要求任何补偿，并承担因此产生的任何税费。

Each Shareholder further covenants with and undertakes to the WFOE that, if the Shareholder receives any dividends, interest, any other forms of capital distributions, residual assets upon liquidation, or proceeds or consideration from the transfer of equity interest as a result of, or in connection with, such Shareholder’s equity interest in Zhongchao , the Shareholder shall, to the extent permitted by applicable laws, remit all such dividends, interest, capital distributions, assets, proceeds or consideration to the WFOE or the entity designated by the WFOE without any compensation, and shall bear any and all taxes and fees with respect thereto.

Section 6 第6条

每一位股东特此授权受托人依其完全自主判断行使股东权利，并且无需获得股东的任何口头或书面指示。股东承诺批准并认可受托人或其委任的任何替换人士或代理人根据本协议作出的或促使作出的任何合法行为。

Each Shareholder hereby authorizes the Attorney-in-Fact to exercise the Shareholder Rights according to its own judgment without any oral or written instruction from the Shareholder. Each Shareholder undertakes to ratify any acts which the Attorney-in-Fact or any substitutes or agents appointed by the Attorney-in-Fact may lawfully do or cause to be done pursuant to this Agreement.

Section 7 第7条

本协议经各方授权代表正式签署，自本协议标明的签署之日起生效，于众巢医学存续期间持续有效。未经外商独资企业事先书面同意，股东无权终止本协议或撤销对受托人的委任。本协议对各方的权利继续人、受让人具有法律约束力。

This Agreement shall become effective as of the date hereof when it is duly executed by the Parties’ authorized representatives and shall remain effective as long as Zhongchao exists. The Shareholders shall not have the right to terminate this Agreement or revoke the appointment of the Attorney-in-Fact without the prior written consent of the WFOE. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their successors and assigns.

Section 8 第8条

本协议构成各方之间就本协议标的事项所达成的完整协议。

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof.

Section 9 第9条

本协议根据中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the laws of China.

Section 10 第10条

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果外商独资企业和众巢医学及股东各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会（“仲裁委”），由仲裁委按照申请仲裁时有效的仲裁委仲裁规则经由仲裁解决。仲裁地为上海，仲裁语言为中文。只用一名仲裁员仲裁，该仲裁委员由仲裁委指定。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission (the “Arbitration Commission”) for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai, and the language of arbitration shall be Chinese. The arbitration tribunal shall be composed of only one arbitrator, which shall be appointed by the arbitration commission. The arbitral award shall be final and binding upon all Parties.

在争议解决和仲裁程序进行过程中，除了本协议正在仲裁的事宜以外，各方应在实际可行的前提下继续履行本协议。每一方应自行承担为解决任何争议而发生的费用，但仲裁费应由各方平均分担。

Throughout any dispute resolution and arbitration proceedings, the Parties shall continue to perform this Agreement, to the extent practical, with the exception of the matter that is under arbitration. Each Party shall be responsible for its own expenses in connection with resolving any Dispute, but the arbitration fees shall be shared equally.

Section 11 第11条

如一方存在以下情形，则该方应就该等情形给另一方造成的损失、损害、责任、被索赔损失等(包括合理的律师费，“损失”）依照另一方的要求立即予以赔偿，以使另一方免受损失：（1）该一方在本协议中所作的任何陈述或保证不真实、不准确或不完整，或者（2）该一方违反了其在本协议中所作的任何陈述或保证，或者（3）该一方违反了其在本协议中任何约定或承诺；但如果另一方遭受的损失系由于该另一方或该另一方的董事、管理人员、雇员或者代理人自身的故意行为不当、违反法律、违约行为、重大过失造成的，则违约方无需对另一方予以赔偿。各方同意本协议终止或失效时，本条仍然有效。

Either Party shall forthwith on demand indemnify and hold harmless the other Party against any claim, loss, liability or damage (including reasonable legal fees, “Loss”) which the other Party shall suffer due to any of the following circumstances: (i) any of the representations or warranties herein made by such Party is untrue, inaccurate or incomplete, or (ii) such Party breaches any of its representations or warranties herein, or (iii) such Party breaches any covenant or undertaking herein; provided that neither Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents. The Parties agree that this clause shall survive the termination or expiration of this Agreement.

Section 12 第12条

未经外商独资企业事先书面同意，众巢医学或任一位股东不得将其在本协议项下的权利和义务转让给任何第三方。

Zhongchao or either Shareholder shall not assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

众巢医学和各股东在此同意，外商独资企业可转让其在本协议项下的权利和义务。外商独资企业仅需就该转让向众巢医学及各股东发出书面通知。

Zhongchao and the Shareholders hereby agree that the WFOE may assign its rights and obligations under this Agreement, only subject to a written notice to Zhongchao and the Shareholders.

本协议的条款和条件应为当事方各自的继承人和经许可的受让人之利益而生效，并应约束当事方各自的继承人和受让人。除非本协议明示规定，本协议的任何规定（明示和默示的）均不意图赋予除本协议当事方或其各自继承人和受让人之外的任何他方本协议项下或源于本协议的任何权利、救济、义务、或责任。

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Save as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

Section 13 第13条

本协议可以一份或多份副本形式签署。全部原件具有相同的法律效力。

This Agreement may be executed in one or more counterparts. All originals shall have the same legal effect.

Section 14 第14条

本协议中英文版本具有相同的效力。若中文和英文有不一致，以中文文本为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京众巢众行科技有限公司

Beijing Zhongchao Zhongxing Technology Co.,Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

众巢医学科技（上海）有限公司

Zhongchao Medical Technology (Shanghai) Co., Ltd.

授权代表（Authorized Representative）： /s/ Weiguang Yang.

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

杨伟光

Weiguang Yang

签字/Signature： /s/ Weiguang Yang.

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

上海行众投资管理合伙企业（有限合伙）

Shanghai Xingzhong Investment Management LP, Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang.

SCHEDULE 1

附件1

Exhibit 10.3

配偶同意函

SPOUSAL CONSENT

众巢医学科技（上海）有限责任公司

杨伟光

上海行众投资管理合伙企业（有限合伙）

Zhongchao Medical Technology (Shanghai) Co., Ltd.

Weiguang Yang

Shanghai Xingzhong Investment Management LP, Ltd.

本人，       郑志华       ，为杨伟光的合法配偶。本人在此无条件并不可撤销地同意杨伟光于2020年  9  月  10  日签署《业务合作协议》《独家购股权协议》《股权质押协议》《委托协议及授权委托书》（合称“VIE协议”），并同意按照上述协议的规定处置杨伟光持有的、并登记在其名下的众巢医学科技（上海）有限责任公司（“可变利益实体”）股权。

I,       Zhihua  Zheng      , am the lawful spouse of Weiguang Yang. I hereby consent unconditionally and irrevocably that a certain percentage of the shares in Zhongchao Medical Technology (Shanghai) Co., Ltd. (“Variable Interest Entity”) that is held by and registered in the name of my spouse, Weiguang Yang, will be disposed of pursuant to the arrangements under the Variable Interest Entity agreements (including the Business Cooperation Agreement, the Exclusive Option Agreement, the Equity Interest Pledge Agreement and the Proxy Agreement and Power of Attorney, which were executed by my spouse at    September 10th  , 2020 (the “VIE Agreements”).

本人承诺不就杨伟光持有的可变利益实体的股权提出任何主张。本人进一步确认，杨伟光履行VIE协议以及进一步修改或终止VIE协议并不需要本人另行授权或同意。

I hereby undertake not to make any assertions in connection with the equity interests of Variable Interest Entity which are held by Weiguang Yang. I hereby further confirm that Weiguang Yang can perform the VIE Agreements and further amend or terminate the VIE Agreements absent authorization or consent from me.

本人承诺将签署一切必要的协议，并采取一切必要的行动，以确保（经不时修订的）VIE协议得到适当履行。

I hereby undertake to execute all necessary documents and take all necessary actions to ensure appropriate performance of the VIE Agreements (as amended from time to time).

本人同意并承诺，如本人由于任何原因获得杨伟光持有的可变利益实体的任何股权，则本人应受（经不时修订的）VIE协议和北京众巢众行科技有限公司（“外商独资企业”）和可变利益实体于2019年  8  月   14  日签订的（经不时修订的）独家服务总协议的约束，并遵守作为可变利益实体的股东在（经不时修订的）VIE协议下的义务，且为此目的，一旦外商独资企业提出要求，本人应签署格式和内容基本与（经不时修订的）VIE协议和（经不时修订的）独家服务总协议相同的一系列书面协议。

I hereby agree and undertake that if I obtain any equity interests of Variable Interest Entity which are held by Weiguang Yang for any reasons, I shall be bound by the VIE Agreements and the Master Exclusive Service Agreement entered into between the Beijing Zhongchao Zhongxing Technology Co. Ltd. (“WFOE”) and Variable Interest Entity as of August 14th , 2019 (as amended from time to time) and comply with the obligations thereunder as a shareholder of Variable Interest Entity. For this purpose, upon the WFOE’s request, I shall sign a series of written documents in substantially the same format and content as the VIE Agreements (as amended from time to time) and Master Exclusive Service Agreement (as amended from time to time).

本配偶同意函中英文版本具有相同的效力。若中文和英文有不一致，以中文文本为准。

Both Chinese and English versions of this Spousal Consent shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

3 / 3

Exhibit 10.4

业务合作协议

BUSINESS COOPERATION AGREEMENT

本业务合作协议（“本协议”）由以下各方于2020年      9      月      10      日在上海订立:

This Business Cooperation Agreement（the “Agreement”）is entered into in Shanghai as of September 10th , 2020 by and among the following parties:

Beijing Zhongchao Zhongxing Technology Co.,Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People's Republic of China (“China” or “PRC”), under the laws of China; and

Zhongchao Medical Technology (Shanghai) Co., Ltd. (“Zhongchao”), a domestic company registered in Shanghai, China, under the laws of China; and

Each of the parties listed under Schedule 1 (each, a “Shareholder” and collectively, the “Shareholders”)

(以上外商独资企业、众巢医学和每一位股东单独称为“一方”，合称为“各方”) 。

(Each of the WFOE, Zhongchao and each of the Shareholders, a “Party”, and collectively the “Parties”).

序言

RECITALS

WHEREAS, the WFOE engages in the business of and has the relevant expertise and practical experience in various areas;

WHEREAS, Zhongchao engages in the business of technology development and technology consultation and related business in the field of medicine;

WHEREAS, the WFOE has entered into a Master Exclusive Service Agreement (the “Service Agreement”) dated August 14, 2019 with Zhongchao, pursuant to which the WFOE is entitled to receive service fees from Zhongchao; and

WHEREAS, the Shareholders hold 100% equity interest in Zhongchao.

有鉴于此，基于本协议中包含的各项前提、声明、保证、承诺和约定，各方愿意受其法律约束，并达成如下约定：

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

协议

AGREEMENT

Negative Covenants

为确保众巢医学履行其与外商独资企业所签服务协议和/或其他协议项下的义务，股东和众巢医学连带作出同意并承诺，未获外商独资企业的书面同意，众巢医学不得进行、股东亦应促使众巢医学不得进行，任何会对其资产、义务、权利或经营产生重大影响的交易，包括但不限于：

To ensure that Zhongchao perform its obligations under the Service Agreement and/or other agreements executed with the WFOE, the Shareholders and Zhongchao jointly and severally, agree and covenant that, without obtaining the WFOE’s written consent, Zhongchao shall not, and the Shareholders shall cause Zhongchao not to, engage in any transaction which may materially affect its asset, obligation, right or operation, including but not limited to:

Any activities not within its normal business scope, or operating its business in a way that is inconsistent with its past practice;

Merger, reorganization, acquisition or restructuring of its principal business or assets, or acquisition of or investment in any other enterprise or entity, or formation of any joint venture, partnership or of other similar entity;

Offering any loan to any third party, incurring any debt from any third party, or assuming any debt other than in the ordinary course of business;

Engaging, changing or dismissing any director or any senior management officer, formulate or implement any staff motivation scheme, determining or changing the salary of senior management officers;

selling to or acquiring from any third party, mortgaging, licensing or disposing of in other ways tangible or intangible assets, other than in the ordinary course of business;

incurring, inheriting, assuming or guaranteeing any debt that are not incurred during the ordinary course of business, using its assets to provide security or other forms of guarantees to any third party, or setting up any other encumbrances over its assets;

Making any supplement, amendment or alternation to its articles of association or other constitutional documents, increasing or decreasing of its registered capital or changing the structure of its registered capital in other manners;

Making distribution of dividend or equity interest or shareholding interest in whatever ways, provided that upon the WFOE’s written request, Zhongchao shall immediately distribute part or all distributable profits to its shareholder(s) who shall in turn immediately and unconditionally pay or transfer to the WFOE any such distribution;

Executing any material contract, except the contracts executed in the ordinary course of business (for purpose of this subsection, the WFOE may define a material contract at its sole discretion);

Selling, transferring, mortgaging or disposing of in any manner any legal or beneficial interest in its business or revenues, or allowing the encumbrance thereon of any security interest or any other encumbrance;

Dissolution, conducting liquidation and distributing the residual assets; or

Causing any of its branches or subsidiaries to engage in any of the foregoing or enter into any contract, agreement or other legal documents which may lead to or result in any of the foregoing.

Business Operation and Personnel Arrangement

Zhongchao agrees and covenants to the WFOE that Zhongchao shall, and the Shareholders shall cause Zhongchao to, (i) accept suggestions raised by the WFOE over the employee engagement and replacement, daily operation, dividend distribution and financial management systems of Zhongchao, and Zhongchao shall strictly abide by and perform accordingly; (ii) maintain Zhongchao’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; (iii) operate all of Zhongchao’s businesses during the ordinary course of business to maintain the asset value of Zhongchao and refrain from any action/omission that may adversely affect Zhongchao’s operating status and asset value; (iv) provide the WFOE with information on Zhongchao’s business operations and financial condition at WFOE’s request; (v) if requested by the WFOE, procure and maintain insurance in respect of Zhongchao’s assets and business from an insurance carrier acceptable to the WFOE, at an amount and type of coverage typical for companies that operate similar businesses; (vi) immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Zhongchao’s assets, business or revenue; and (vii) 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 so as to maintain the ownership by Zhongchao of all of its assets.

The Shareholders shall only appoint persons designated by the WFOE to be the directors of Zhongchao in accordance with the procedures required by laws, regulations and relevant articles of association. Zhongchao shall cause the persons designated by the WFOE to be the general manager, chief financial officer and other senior management members of Zhongchao.

If any of the above directors or senior management members designated by the WFOE resigns from the relevant position or is dismissed at the request of the WFOE, the Shareholders or Zhongchao, as the case may be, shall dismiss such person from Zhongchao upon the WFOE’s request, and shall appoint any other person designated by the WFOE to hold such position.

Zhongchao together with its Shareholders hereby jointly and severally covenant to and agree with the WFOE that Zhongchao shall seek appropriate approval from the WFOE prior to entering into any material contract (the definition of “material” shall be determined by the WFOE) in accordance with relevant internal approval policy of Zhongchao.

Other Arrangements

鉴于（1）外商独资企业及其关联方已通过服务协议与众巢医学建立了业务关系，且（2）众巢医学进行的日常业务活动，将对众巢医学向外商独资企业或其关联方支付服务费用的能力产生重大影响，股东同意，除非外商独资企业要求：

Given (i) that the business relationship between the WFOE (together with its affiliates) and Zhongchao has been established through the Service Agreement and (ii) that the daily business activities of Zhongchao will have a material impact on Zhongchao’s ability to pay the payables to the WFOE or its affiliates, the Shareholders agree that, unless required by the WFOE:

They shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Zhongchao to, distribute any profits, funds, assets or property to the Shareholders of Zhongchao; and

Assignments

未获外商独资企业的事先书面同意，股东和众巢医学不得向任何第三方转让其各自在本协议项下的权利和义务。股东和众巢医学在此共同同意，外商独资企业可以其完全自主判断自行转让其在本协议下的权利和义务，且仅需向众巢医学和股东发出书面通知。

The Shareholders and Zhongchao shall not assign their respective rights and obligations under this Agreement to any third party without the prior written consent of the WFOE. The Shareholders and Zhongchao hereby jointly agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide at its sole discretion and such transfer shall only be subject to a written notice sent to Zhongchao and the Shareholders.

本协议规定的权利和义务对各方的受让人、继承人、配偶、监护人、债权人或者任何其他有权对众巢医学之股权主张权利或者利益的其他人具有法律约束力，且无论该等权利和义务的转让是由接管、重组、继承、转让、死亡、丧失行为能力、破产、离婚或其他原因导致。

Rights and obligations under this Agreement shall be legally binding upon any assignees, successors, spouse, guardians and creditors of the Parties hereof or any other person that may be entitled to assume rights and interests in the equity interest of Zhongchao, no matter such assignment of obligations and rights is caused by takeover, restructuring, succession, assignment, death, incapacity, bankruptcy, divorce or any other reason.

Entire Agreement and Amendment to Agreement

This Agreement and all agreements and/or documents mentioned or included explicitly by this Agreement constitute the complete agreement with respect to the subject matter of this Agreement and shall supersede any and all prior oral agreements, contracts, understandings and communications made by the Parties with respect to the subject matter of this Agreement.

Any modification of this Agreement shall be made in a written form and shall only become effective upon execution by all Parties of this Agreement. Modifications and supplements to this Agreement duly executed by the Parties shall be parts of this Agreement and shall have the same legal effect as this Agreement.

Representations and Warranties

The WFOE hereby represents and warrants as follows:

It is a wholly foreign-owned enterprise duly incorporated and validly existing under PRC law;

Its execution and performance of this Agreement are within its corporate power and business scope. It has taken necessary corporate actions and obtained appropriate authorizations, and has obtained the necessary consents and approvals from any third parties and government agencies. Its execution and performance of this Agreement do not violate the laws and contracts binding upon it; and

Upon execution, this Agreement will constitute a legal, valid and binding obligation of the WFOE enforceable against the WFOE in accordance with its terms.

Zhongchao hereby represents and warrants as follows:

It is a legal person duly incorporated and validly existing under PRC law;

Its execution and performance of this Agreement are within its entity power and business scope. It has taken necessary entity actions and obtained appropriate authorizations, and has obtained the necessary consents and approvals from any third parties and government agencies. Its execution and performance of this Agreement do not violate the laws and contracts binding upon it; and

Upon execution, this Agreement will constitute a legal, valid and binding obligation of Zhongchao enforceable against Zhongchao in accordance with its terms.

The Shareholders hereby represents and warrants as follows:

It has a valid and effective right to hold the shares of Zhongchao at the date of this Agreement and has full rights and authorizations to enter into this Agreement. Its execution and performance of this Agreement do not violate the laws and contracts binding upon it; and

Upon execution, this Agreement will constitute a legal, valid and binding obligation of the Shareholders enforceable against the Shareholders in accordance with its terms.

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or regulations or rules of any securities exchange; or (c) information required to be disclosed by any Party to its legal counsel, financial advisor, directors or senior management officers regarding the transaction contemplated hereunder, provided that such legal counsel, financial advisor, directors or senior management officers is also bound by confidentiality duties similar to the duties set out in this section. Disclosure of any confidential information by the staff members or agency 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.

The Parties agree that this section shall remain survive the termination or expiration of this Agreement.

Governing Law

本协议受中国法律管辖且据其进行解释。

This Agreement shall be construed in accordance with and governed by the laws of China.

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会（“仲裁委”），由仲裁会按照申请仲裁时有效的仲裁委仲裁规则经由仲裁解决。仲裁地为上海，仲裁语言为中文。只用一名仲裁员仲裁，该仲裁员由仲裁委指定。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission (the “Arbitration Commission”) for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai, and the language of arbitration shall be Chinese. The arbitration tribunal shall be composed of only one arbitrator, which shall be appointed by the arbitration commission. The arbitral award shall be final and binding upon all Parties.

在争议解决和仲裁程序进行过程中，除了本协议正在仲裁的事宜以外，各方应在实际可行的前提下继续履行本协议。每一方应自行承担为解决任何争议而发生的费用，但仲裁费应由各方平均分担。

Throughout any dispute resolution and arbitration proceedings, the Parties shall continue to perform this Agreement, to the extent practical, with the exception of the matter that is under arbitration. Each Party shall be responsible for its own expenses in connection with resolving any Dispute, but the arbitration fees shall be shared equally.

Indemnities and Remedies

Either Party shall forthwith on demand indemnify and hold harmless the other Party against any claim, loss, liability or damage (including reasonable legal fees, “Loss”) which the other such Party shall suffer due to any of the following circumstances: (i) any of the representations or warranties herein made by such Party is untrue, inaccurate or incomplete, or (ii) such Party breaches any of its representations or warranties herein, or (iii) such Party breaches any covenant or undertaking herein; provided that neither Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents.

The Parties agree that this section shall remain survive the termination or expiration of this Agreement.

Effective Date and Term

This Agreement shall be signed and take effect as of the date first set forth above.

This Agreement shall remain effective as long as Zhongchao exists unless terminated as provided in Section 12.

Neither of the Shareholders and Zhongchao shall have the right to terminate this Agreement. This Agreement shall be terminated (i) by the WFOE at any time with thirty (30) days advance written notice to Zhongchao and the Shareholders; or (ii) upon the transfer of the equity interest held by the Shareholders to the WFOE and/or a third party designated by the WFOE pursuant to the Exclusive Option Agreement, this Agreement shall be terminated on the day of completion of this transfer.

Notices

Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of each relevant party as specified by such party from time to time. The date when a notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon delivery; (b) a notice sent by mail is deemed duly served on the tenth (10th) day after the date when the postage prepaid registered airmail is posted (as evidenced by the postmark), or on the fourth (4th) day after the date when the notice is delivered to an internationally-recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon receipt as evidenced by the time shown in the transmission confirmation for the relevant documents.

Severability

如果本协议项下的任何条款因与有关法律不一致而无效或不可执行，则该条款仅在有关法律的管辖范围之内被视为无效或不可执行，并且本协议其他条款的有效性，合法性和可强制执行性不受其影响。

If any provision of this Agreement is judged to be invalid or unenforceable because it is inconsistent with applicable laws, such invalidity or unenforceability shall be only with respect to such laws, and the validity, legality and enforceability of the other provisions hereof shall not be affected.

Assignment

Zhongchao and the Shareholders shall not assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

Zhongchao and the Shareholders hereby agrees that the WFOE may assign its rights and obligations under this Agreement, only subject to a written notice to Zhongchao and the Shareholders.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Save as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

本协议由协议各方签署四（4）份正本，所有正本具有同等法律效力。

This Agreement shall be executed in four (4) originals. All originals shall have the same legal effect.

本协议以英文和中文书就，英文文本和中文文本具有同等法律效力。若英文文本和中文文本有任何不一致的约定，以中文文本的相应内容为准。

This Agreement is written in English and Chinese, both English and Chinese language versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京众巢众行科技有限公司

Beijing Zhongchao Zhongxing Technology Co., Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

众巢医学科技（上海）有限公司

Zhongchao Medical Technology (Shanghai) Co., Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang.

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

杨伟光

Weiguang Yang

签字/Signature：/s/ Weiguang Yang.

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

上海行众投资管理合伙企业（有限合伙）

Shanghai Xingzhong Investment Management LP, Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang.

SCHEDULE 1

附件1

Exhibit 10.5

独家购股权协议

EXCLUSIVE OPTION AGREEMENT

本独家购股权协议（“本协议”）于2020年 9 月 10 日由以下各方在上海订立:

This Exclusive Option Agreement（this “Agreement”）is entered into in Shanghai as of September 10th , 2020; by and among the following parties:

Beijing Zhongchao Zhongxing Technology Co.,Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (“China” or “PRC”), under the laws of China;

Zhongchao Medical Technology (Shanghai) Co., Ltd. (“Zhongchao”), a domestic company registered in Shanghai, China, under the laws of China; and

Each of the parties listed under Schedule 1 (each, “a Shareholder” and collectively, the “Shareholders”)

(以上外商独资企业、众巢医学和每一位股东单独称为“一方”，合称为“各方”)。

(Each of the WFOE, Zhongchao and each of the Shareholders, a “Party”, and collectively the “Parties”).

序言

RECITALS

WHEREAS, the Shareholders hold100% equity interest in Zhongchao.

WHEREAS, the WFOE and Zhongchao entered into a master exclusive service agreement dated on August 14, 2019；

WHEREAS, the WFOE, Zhongchao and the Shareholders entered into a business cooperation agreement dated September 10th , 2020;

WHEREAS, as the consideration for the WFOE and its affiliates to provide Zhongchao with services necessary for their business operation, the WFOE has requested the Shareholders to grant the WFOE an exclusive option through this Agreement which can be exercised by the WFOE or the WFOE’s designee, and the Shareholders have agreed to grant such exclusive option to purchase all or part of the equity interest held by the Shareholders in Zhongchao.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

协议

AGREEMENT

Target Equity Interest

The WFOE shall have the right to require the Shareholders to transfer any and all of the equity interest of Zhongchao the Shareholders hold (the “Target Equity Interest”) to the WFOE and/or a third party designated by the WFOE (the “Designee”), in whole or in part, subject to the WFOE’s specific requirements (“Equity Interest Transfer Option”)，and the Shareholders shall transfer the Target Equity Interest to the WFOE and/or its Designee, who shall have exclusive rights over the Equity Interest Transfer Option, in accordance with the WFOE’s requirements under the following circumstances:

Where the WFOE and/or its Designee can legally own all or part of the Target Equity Interest under the laws and administrative regulations of China; or

Any other circumstances deemed as appropriate or necessary by the WFOE in its sole discretion.

The WFOE shall have the right to exercise its purchase right of equity in whole or in part and to acquire the Target Equity Interest in whole or in part without any limit at any time and from time to time.

The WFOE may designate any third party to acquire the Target Equity Interest in whole or in part and the Shareholders shall not refuse and shall transfer the Target Equity Interest in whole or in part to such Designee as requested by the WFOE.

Prior to the transfer of the Target Equity Interest to the WFOE or its Designee according to this Agreement, the Shareholders shall not transfer the Target Equity Interest or any portion thereof to any third party without the WFOE’s prior written consent.

Procedures

Concurrent with the execution of this Agreement, the Shareholders shall execute and deliver to the WFOE the Equity Interest Transfer Agreement in the format set forth in Schedule 2 attached hereto.

If the WFOE decides to exercise the Equity Interest Transfer Option pursuant to Section 1.1 hereinabove, it shall send written notice to Zhongchao and the Shareholders which specifies the proportion of the Target Equity Interest to be acquired and identifies the transferee (the “Equity Interest Purchase Notice”). Zhongchao and the Shareholders shall furnish all materials and documents necessary for the registration of said equity interest transfer within seven (7) days after the date of Equity Interest Purchase Notice;

If at the time of exercising the Equity Interest Transfer Option, more than one Shareholder hold equity interest in Zhongchao, each Shareholder and Zhongchao shall cause such other Shareholders to provide their written consent to the transfer of the Target Equity Interest to the WFOE and/or the Designee(s) and to waive any preemptive right related thereto;

Zhongchao and the Shareholders shall cause an Equity Interest Transfer Agreement to be duly executed with respect to each transfer to the WFOE and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Notice regarding the Target Equity Interest;

The relevant Parties shall execute all necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Target Equity Interest to the WFOE and/or the Designee(s), unencumbered by any security interests, and cause the WFOE and/or the Designee(s) to become the registered owner(s) of the Target Equity Interest. 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 the Equity Interest Pledge Agreement.

Transfer Price

The total transfer price for the Target Equity Interest shall be the lowest price allowable under PRC laws and administrative regulations at the time of said transfer (“Transfer Price”). If the Target Equity Interest are transferred in installments, the due transfer price for each installment shall be determined in accordance with the proportion of Target Equity Interest under said transfer. The Shareholders shall transfer the Transfer Price and affiliated benefits to the WFOE or the entity designated by the WFOE at nil consideration immediately after receiving the Transfer Price and affiliated benefits.

All the taxes, fees and expenses arising from the transfer of the Target Equity Interest shall be borne by each relevant Party respectively in accordance with the Laws of China.

Covenants

Covenants of Zhongchao and the Shareholders

股东（作为众巢医学的股东）和众巢医学特此承诺如下:

The Shareholders (as the shareholders of Zhongchao) and Zhongchao hereby covenant as follows:

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

They shall maintain Zhongchao’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 the WFOE, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Zhongchao (except in the ordinary course of business), or legal or beneficial interest in the business or revenues of Zhongchao, or allow the encumbrance thereon of any security interest or any other encumbrance;

Without the prior written consent of the WFOE, they shall not incur, inherit, guarantee or assume any debt, except for debts incurred in the ordinary course of business;

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

Without the prior written consent of the WFOE, they shall not cause Zhongchao to execute any material contract, except the contracts executed in the ordinary course of business (for purpose of this subsection, the WFOE may define a material contract at its sole discretion);

Without the prior written consent of the WFOE, they shall not cause Zhongchao to provide any person with any loan or credit other than in the course of ordinary business;

They shall provide the WFOE with information on Zhongchao’s business operations and financial condition at WFOE’s request;

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

Without the prior written consent of the WFOE, they shall not cause or permit Zhongchao to merge, consolidate with, acquire or invest in any person, or formation of any partnership, joint venture or other similar entity with a third party;

They shall immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Zhongchao’s assets, business or revenue;

To maintain the ownership by Zhongchao 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 the WFOE, they shall ensure that Zhongchao shall not in any manner distribute dividends to its shareholder(s), provided that upon the WFOE’s written request, Zhongchao shall immediately distribute part or all distributable profits to its shareholder(s) who shall in turn immediately and unconditionally pay or transfer to the WFOE any such distribution;

At the request of the WFOE, they shall appoint any persons designated by the WFOE as the directors and/or executive director of Zhongchao;

They shall cause the meeting of shareholders and the board of directors of Zhongchao to pass shareholders’ resolutions and board resolutions in accordance with the instruction of the WFOE;

Unless otherwise mandatorily required by PRC laws, Zhongchao shall not be dissolved or liquated without prior written consent by the WFOE.

Covenants regarding Equity Interest in Zhongchao

股东特此承诺如下：

Each Shareholder hereby covenants as follows:

Without the prior written consent of the WFOE, any Shareholder shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the Target Equity Interest or allow the encumbrance thereon of any security interest, except for the pledge placed on the Target Equity Interest in accordance with the Equity Interest Pledge Agreement;

The Shareholder shall cause the shareholders’ meeting (as for the purpose of this Agreement, unless otherwise stipulated herein, “shareholders’ meetings” includes the meaning of “the general meeting”) the meeting and/or the board of directors’ meeting and/or the executive directors of Zhongchao not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Target Equity Interest or allow the encumbrance thereon of any security interest, without the prior written consent of the WFOE, except for the pledge placed on the Target Equity Interest in accordance with the Equity Interest Pledge Agreement;

The Shareholder shall cause the shareholders’ meeting or the board of directors and/or the executive directors of Zhongchao not to approve the merger or consolidation with any enterprise or other entity, or the acquisition of or investment in any enterprise or other entity, and not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the Target Equity Interest without the prior written consent of the WFOE;

The Shareholder shall immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Target Equity Interest;

At the request of the WFOE at any time, the Shareholder shall promptly and unconditionally cause the transfer of the Target Equity Interest to be approved and consummated as set forth in this Agreement;

To the extent necessary to maintain the Shareholder’s ownership in Zhongchao, the Shareholder 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;

The Shareholder shall appoint any designee of the WFOE as the director and/or executive director of Zhongchao, at the request of the WFOE;

The Shareholders shall promptly donate any profit, interest, dividend or proceeds of liquidation received from Zhongchao to the WFOE or any other entity designated by the WFOE to the extent permitted under applicable PRC laws; and

The Shareholder shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among the Shareholder, the WFOE and Zhongchao, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability hereof and thereof. To the extent that the Shareholder has any remaining rights with respect to the equity interest subject to this Agreement hereunder or under the Equity Interest Pledge Agreement or under the proxy agreement and power of attorney granted in favor of the WFOE, the Shareholder shall not exercise such rights except in accordance with the written instructions of the WFOE.

Representations and Warranties

股东和众巢医学特此连带地向外商独资企业陈述和保证，截至本协议签署日和各标的股权转让日：

The Shareholders and Zhongchao hereby represent and warrant to the WFOE, jointly and severally, as of the date of this Agreement and each date of transfer of the Target Equity Interest, that:

The Shareholders and Zhongchao have the authority to execute and deliver this Agreement and any relevant Equity Interest Transfer Agreement concerning the Target Equity Interest to be transferred thereunder, and to perform their obligations under this Agreement and any Equity Interest Transfer Agreements;

The execution and delivery of this Agreement or any Equity Interest Transfer Agreements and the performance of any obligations under this Agreement or any Equity Interest Transfer Agreements: (i) do not cause any violation of any applicable laws of China; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Zhongchao; (iii) do not 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) do not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them;

The Shareholders have good and merchantable title to the Target Equity Interest. Except for the Equity Interest Pledge Agreement, the Shareholders have not placed any security interest on the Target Equity Interest;

Zhongchao has good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets, except for encumbrance disclosed to the WFOE for which WFOE’s written consent has been obtained;

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

Zhongchao has complied with all laws and regulations of China applicable to mergers and acquisitions.

Taxes and Fees

在编制和签署本协议和股权转让协议，以及完成本协议和股权转让协议拟定的交易过程中，各方应支付依据中国法律征收或发生的全部转让和登记税费、支出和费用。

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 Equity Interest Transfer Agreement, as well as the consummation of the transactions contemplated under this Agreement and the Equity Interest Transfer Agreement.

Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or regulations or rules of any securities exchange; or (c) information required to be disclosed by any Party to its legal counsel, financial advisor, directors or senior management officers regarding the transaction contemplated hereunder, provided that such legal counsel, financial advisor, directors or senior management officers is also bound by confidentiality duties similar to the duties set out in this section. Disclosure of any confidential information by the staff members or agency 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.

The Parties agree that this section shall remain survive the termination or expiration of this Agreement.

Assignment

Zhongchao and the Shareholders shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

Zhongchao and the Shareholders hereby agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide at its sole discretion, and such assignment shall only be subject to a written notice sent to Zhongchao and the Shareholders.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Save as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

Entire Agreement and Amendment to Agreement

This Agreement and all agreements and/or documents mentioned or included explicitly by this Agreement constitute the complete agreement with respect to the subject matter of this Agreement and shall substitute any and all prior oral agreements, contracts, understandings and communications made by the Parties with respect to the subject matter of this Agreement.

Any modification of this Agreement shall be made in a written form and shall only become effective upon execution by all Parties of this Agreement. Modifications and supplements to this Agreements duly executed by the Parties shall be parts of this Agreement and shall have the same legal effect as this Agreement.

In the event that at the time of the Target Equity Interest transfer, it is necessary to modify the form of the “Equity Interest Transfer Agreement” set forth in Schedule 2 attached hereto pursuant to the then effective PRC laws and administrative regulations, the Parties shall make such modifications in good faith in compliance with PRC laws and administrative regulations.

The Schedules are an integral part of this Agreement and have the same legal effects as the other parts of the Agreement.

Governing Law

本协议依中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the laws of China.

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会（“仲裁委”），由仲裁委按照申请仲裁时有效的仲裁委仲裁规则经由仲裁解决。仲裁地为上海，仲裁语言为中文。只用一名仲裁员仲裁，该仲裁员由仲裁委指定。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission(the “Arbitration Commission”) for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai, and the language of arbitration shall be Chinese. The arbitration tribunal shall be composed of only one arbitrator, which shall be appointed by the arbitration commission. The arbitral award shall be final and binding upon all Parties.

在争议解决和仲裁程序进行过程中，除了本协议正在仲裁的事宜以外，各方应在实际可行的前提下继续履行本协议。每一方应自行承担为解决任何争议而发生的费用，但仲裁费应由各方平均分担。

Throughout any dispute resolution and arbitration proceedings, the Parties shall continue to perform this Agreement, to the extent practical, with the exception of the matter that is under arbitration. Each Party shall be responsible for its own expenses in connection with resolving any Dispute, but the arbitration fees shall be shared equally.

Effective Date and Term

This Agreement shall be signed and take effect as of the date first set forth above.

This Agreement shall remain effective as long as Zhongchao exists unless terminated as provided in Section 13.

Termination

Neither of the Shareholders and Zhongchao shall have the right to terminate this Agreement. This Agreement shall be terminated i) by the WFOE at any time with thirty (30) days advance written notice to Zhongchao and the Shareholders; or ii) upon the transfer of all the equity interest held by the Shareholders to the WFOE and/or its Designee pursuant to this Agreement, this Agreement shall be terminated on the day of completion of this transfer.

Indemnities and Remedies

Either Party shall forthwith on demand indemnify the other Party against any claim, loss, liability or damage (“Loss”) which such Party shall incur as a consequence of any breach by the other Party of this Agreement provided that neither Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents.

The Parties agree that this section shall survive the termination or expiration of this Agreement.

Notices

任何一方按本协议规定发出的通知或其他通信应以英文或中文语书写，并可以专人递送、挂号邮寄、邮资预付邮寄、或受承认的专递服务或发送传真的形式发送到有关各方不时指定的收件地址。通知被视为实际到达的日期，应按如下方式确定：（a）专人递送的通知，专人递送当日即视为已实际送达；（b）用信函发出的通知，则在邮资付讫的航空挂号信寄出日（依邮戳为准）后的第十（10）天，即视为已实际送达，或在送交专递服务公司后的第四（4）天，即视为已实际送达；以及(c)用传真发送的通知，在有关文件的传送确认单上所显示的接收时间，即视为已实际送达。

Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of each relevant party as specified by such party from time to time. The date when a notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon delivery; (b) a notice sent by mail is deemed duly served on the tenth (10th) day after the date when the postage prepaid registered airmail is posted (as evidenced by the postmark), or on the fourth (4th) day after the date when the notice is delivered to an internationally-recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon receipt as evidenced by the time shown in the transmission confirmation for the relevant documents.

Severability

如果本协议项下的任何条款因与有关法律不一致而无效或不可执行，则该条款仅在有关法律的管辖范围之内被视为无效或不可执行，并且本协议其他条款的有效性、合法性和可执行性不受其影响。

If any provision of this Agreement is judged to be invalid or unenforceable because it is inconsistent with applicable laws, such invalidity or unenforceability shall be only with respect to such laws, and the validity, legality and enforceability of the other provisions hereof shall not be affected.

Counterparts

本协议由协议各方签署四（4)份原件，每方各执一（1)份，所有原件具有同等法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in four (4) originals by all Parties, with each Party holding one original. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

本协议英文和中文文本具有同等法律效力。英文和中文若有不一致，以中文文本为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京众巢众行科技有限公司

Beijing Zhongchao Zhongxing Technology Co.,Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

众巢医学科技（上海）有限公司

Zhongchao Medical Technology (Shanghai) Co., Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang.

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

杨伟光

Weiguang Yang

签字/Signature：/s/ Weiguang Yang.

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

上海行众投资管理合伙企业（有限合伙）

Shanghai Xingzhong Investment Management LP, Ltd.

授权代表（Authorized Representative）：/s/ Weiguang Yang.

SCHEDULE 1

附件1