Agreement to Assign Equity Pledge Agreement dated February 27, 2023

Exhibit 10.3 

股权质押合同之让与协议

AGREEMENT TO ASSIGN EQUITY PLEDGE AGREEMENT

本股权质押合同之让与协议（“本协议”）于2023年 2月27日在中华人民共和国（“PRC”或“中国”）上海市由下列各方签署：

THIS AGREEMENT TO ASSIGN EQUITY PLEDGE AGREEMENT (this “Agreement”) is dated February 27, 2023, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among：

丁方： 签字的丙方股东

Party D: The undersigned shareholders of Party C.

前述

RECITALS

Each Party A and Party B is a wholly foreign owned enterprise incorporated under the PRC laws;

Party C is a domestic company incorporated under the PRC Laws;

Party A, Party C and Party D entered into an Equity Pledge Agreement dated September 16, 2022 (the “Pledge Agreement”).

Party A determined that the rights and obligations of Party A under Pledge Agreement be assigned to Party B, and Party B agrees to such assignment.

为此，各方签订以下协议，以资双方遵守：

NOW THEREFORE, the Parties agree as follows:

ASSIGNMENT OF PLEDGE AGREEMENT

Party A hereby transfers the Pledge Agreement and assigns all rights and obligations under Pledge Agreement to Party B, and Party B hereby accepts such assignment and transfer (the “Assignment”).

Party C and Party D hereby acknowledge this Assignment.

Pursuant to the foregoing Assignment, the Parties agree that the Pledge Agreement is hereby amended to replace and substitute Party A with Party B.

GENERAL

Except as expressly set forth in this Agreement, the terms and provisions of the Pledge Agreement shall continue unmodified and in full force and effect. In the event of any conflict between this Agreement and the Pledge Agreement, this Agreement shall control.

This Agreement shall be executed in five (5) duplicate originals in both Chinese and English. Each Party shall receive one (1) duplicate original, and all originals shall be equally valid. In case of any discrepancies among the different languages, the Chinese version shall prevail.

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兹证明，本协议由各方或者各方的法定代表人签订。

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

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丁方:

PARTY D：

上海光点传媒有限公司的股东:

Shareholders of Shanghai Guangdian Media Co., Ltd.