EQUIPMENTLEASE AGREEMENT Between YunjiCommunications Technology (China) Co. Ltd. And CECTChinacomm Communications Co. Ltd. TABLEOF CONTENTS

(ii)

The Lessee is a telecom operator which holds licenses for the use of 3.5G Hz spectrum to deploy, maintain and operate wireless broadband in 29 cities throughout China;

(iii)

The Lessor wishes to lease to the Lessee and the Lessee wishes to rent from the Lessor certain Equipments (as defined in Clause 1 below) for the deployment and operation of wireless broadband in 29 cities in China (the “Project”);

(iv)

Adhering to the principles of mutual benefit in accordance with Chinese laws and regulations, the Parties have decided to enter into this Agreement.

For the purpose of this Agreement, the term “Equipments” shall include any and all materials, equipments and facilities to be leased by the Lessor to the Lessee for the development and operation of the Project.

Before purchasing any equipment to be leased to the Lessee, the Lessor shall obtain the Lessor’s confirmation on the type, vendor, specifications, quantity, and price of the Equipments.

In relation to the maintenance and repair of the Equipments, the Lessee shall:

(i)

maintain the Equipments in a state adapted to the implementation of the Project and the conservation of the Equipments in a good condition (excluding normal wear and tear);

(ii)

be responsible for the repair and maintenance of the Equipments at its own cost; and

(iii)

The Lessee shall take all necessary action to protect the Equipments from any risk of damage, impair, loss, or destroy.

In relation to the insurance of the Equipments, the Lessee shall:

(i)

procure and maintain sufficient and effective insurance against all risks threatening the upkeep and conservation of the Equipments, including those of force majeure and civil liability arising from the use thereof or the use thereof vis-a-vis third parties;

(ii)

provide a copy of the insurance policies (or any policies amending or replacing such policies in the future) and on an annual basis the receipts evidencing the payment of premiums under such insurance policies to the Lessor.

In case any item of the Equipments has become obsolete or scrapped due to fair wear and tear, upon its receipt of the Lessee’s notification, the Lessor shall provide replacement of such item of Equipments at its own expenses.

Except for otherwise provided in this Agreement or authorized by the Lessor in writing, the Lessee shall not transfer, sale, gift or make any other disposal of any item of the Equipments, or create any encumbrances over the Equipments.

The Lessee shall not, during the Term of this Agreement, sublease all or part of the Equipments without the written authorization of the Lessor.

The Lessor shall obtain on behalf of the Lessee and in the Lessee's name, from all vendors from whom it procures Equipments for the Project, warranties with respect to such Equipments as are reasonably and customarily provided by the vendor and/or manufacturer.

To ensure the performance of the Equipments, the Lessee shall contract all the activities in relation to the use of the Equipments and the development and operation of the Project to the Lessor. The Lessor agrees to assist the Lessee to carry out the Project and provide services in relation to the use of the Equipments to the Lessee (“Services”).

For the purpose described in Clause 4.1, the Lessee shall enter into an service agreement with the Lessor, according to which the Lessee shall exclusively entrust all the Services to the Lessor, against payment of service fee to the Lessor, which is to be determined in the exclusive service agreement.

The Lessor may delegate or subcontract the provision of any of the Services to a third party when such delegation or sub-contracting is, in its respective judgment, appropriate and necessary for the successful completion of the Services.

The Lessee hereby undertakes that it will not, during the Term of this Agreement, either directly or indirectly or through any other person or entity, enter into any agreement or contractual arrangement with third parties, which would compete with or contravene any matter which is covered by this Agreement, without the express written consent of the Lessor.

The Lessor shall not be liable to the Lessee for any direct or indirect loss, liability or other damages (other than those caused by gross negligence, fraud or willful misconduct), including consequential damages, arising out of the use of Equipments by the Lessee.

In the absence of gross negligence or fraud or wilful misconduct on the part of the Lessor, the Lessee shall hold harmless and indemnify the Lessor and/or its employees from and against,

The Lessor represents and warrants to the Lessee that:

(i)

it is a corporation duly established under the laws of the PRC and has full power and capacity to enter into this Agreement;

(ii)

it has taken all necessary action for the corporate authorisation of its entry into this Agreement and the performance of its obligations under this Agreement;

(iii)

the Equipments are its absolute property or in its exclusive possession authorized by the legal owner of the Equipments;

(iv)

the Equipments are not subject to any bankruptcy, insolvency or similar proceeding which may affect the title on them or their use;

(v)

there are no unsatisfied, pending or threatened judgments, actions, suits, claims, demands or proceedings against or affecting the Lessor, the execution or performance of this Agreement by the Lessor, in any court, or before any arbitrator or any public authority;

(vi)

the Equipments are in good condition to be used for the Project; and

(vii)

all the information disclosed by the Lessor are true, correct, complete and set forth in a manner that is not misleading.

The Lessee represents and warrants to the Lessor that:

(i)

it is a corporation duly established under the laws of the PRC and has full power and capacity to enter into this Agreement;

(ii)

it has taken all necessary action for the corporate authorisation of its entry into this Agreement and the performance of its obligations under this Agreement;

(iii)

there are no unsatisfied, pending or threatened judgments, actions, suits, claims, demands or proceedings against or affecting the Lessee, the execution or performance of this Agreement by the Lessee, in any court, or before any arbitrator or any public authority;

(iv)

its obligations under this Agreement are legally binding and enforceable pursuant to this Agreement;

(v)

it holds valid permits or licenses required by applicable PRC laws and regulations in order to use the Equipments and carry out the Project; and

(vi)

all the information disclosed by the Lessor are true, correct, complete and set forth in a manner that is not misleading.

If any representation made by either of the Parties under this Clause 7 proves to have been materially incorrect when made, the suffering Party shall be entitled to compensation for any related damages.

During the term of this Agreement, the Lessee undertakes to the Lessor that it shall:

(i)

keep its operation of business in accordance with good commercial practice;

(ii)

promptly after its awareness of the same, notify the Lessor in writing of the details of any involvement of it or any of its material assets into any litigation, arbitration or administrative proceedings, court enforcement or attachment, detention or other similar restrictions, or any events or situation which may give rise to the involvement into such proceedings or restrictions; within three (3) Business Days after its awareness of the same, specifying the effect or possible effect of such involvement and the measures it has taken or will take as remedy;comply with the applicable laws and regulations to maintain its existence and its business license and to avoid any material adverse effect on (a) its business, operations, property, condition (financial or otherwise) or prospects; (b) its ability to perform its obligations hereunder; or (c) the validity or enforceability of this Agreement;

(iii)

use the Equipments in compliance with environmental law and other applicable laws;

(iv)

comply with all legal obligations relating to the health and safety of employees who carrying out work on the Equipments; and

(v)

protect the Lessor or the legal owner’s property rights in the Equipments against the Lessee's trustee in bankruptcy and creditors.

Without written consent from the Lessor, the Lessee shall not:

(i)

directly or indirectly engage in any business beyond the scope of business permitted in its business license;

(ii)

proceed in liquidation, bankruptcy, dissolution, winding-up or other similar legal proceedings;

(iii)

take any action that may result in any authority taking action which could be detrimental to the Lessor, or could have any adverse effect on the Equipments; and

(iv)

change its scope or general nature of business or modify its articles of association;

(v)

enter into any amalgamation, demerger, merger or corporate reconstruction;

(vi)

lease, transfer, assign or sale any of its material assets; and

(vii)

create or permit to subsist any encumbrance over any of its material assets.

Subject to PRC law, the ownership of the Equipments shall be transferred to the Lessee at the time of delivery. As a security against the full payment of Rental, the Lessee shall provide all the Equipments as collaterals to the Lessor.

The Term shall be automatically extended for additional ten (10) year period(s), at the Lessor’s sole discretion, subject to sixty (60) days prior notice served by the Lessor to the Lessee before the expiry of the Term.

Upon expiry of the Term, the Lessee shall return the Equipments to the Lessor at the location indicated by the Lessor, in good condition and without damage other than normal wear and tear. The Lessee shall be responsible for all expenses incurred by the said return.

Each of the following events shall constitute an “Event of Default” of the Lessee under this Agreement:

(i)

the Lessee fails to pay the Rental (or any part thereof) or any payment obligation in accordance with the terms hereof, and such failure is not remedied within 90 days following the delivery of written notice thereof to the Lessee of such failure; or

(ii)

the Lessee becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against it, or if any act is done or event occurs which under the PRC laws has a similar effect to any of these acts or events.

 

The Lessee hereby acknowledges that the Equipments are specifically purchased for the use by the Lessee, and termination of this Agreement will cause inestimable losses to the Lessor. The Lessee further agrees that it will not terminate this Agreement during the Term for whatever reasons.

Where this Agreement is terminated by the Lessor in accordance with Clause 11.1 above, the Lessee shall:

(i)

pay all the Rental due until the date of termination of this Agreement and penalty for late payment (if any);

(ii)

pay penalty to the Lessor for the early termination, the amount of which shall be equal to the amount of Rental calculated from the Termination Date until twenty (20) years following such date, or the expiry date of this Agreement, which ever is the earlier; and

(iii)

return all of the Equipments to the Lessor within ten (10) days after the Termination Date, in good state of repair and upkeep, and bear any and all expenses in relation to the removal and delivery of the Equipments. Failure of the Lessee to return the Equipments in the given time period shall entitle the Lessor to withdraw the Equipments by itself and the Lessee shall indemnify the Lessor any costs incurred thereof.

Each Party shall not disclose, during the term of this Agreement and for a period of three (3) years after termination thereof, and shall take all necessary measures to avoid the disclosure to any third party of any and all information concerning the other Party, and notably its business, products, technology or clients, as well as information regarding this Agreement, including but not limited to, the existence of this Agreement and the business contemplated under the Agreement (“Confidential Information”).

Either Party may disclose Confidential Information to its own employees and/or consultants, but only to the extent such disclosure is strictly necessary for the negotiation or performance of this Agreement.

This Agreement shall be governed and construed by the published and publicly available laws and regulations of the PRC.

Any dispute arising from or related to this Agreement shall firstly be resolved through consultation by both parties based on the spirit of mutual understandings and friendly cooperation.

The arbitration shall be conducted in accordance with CIETAC's arbitration rules in effect at the time of applying for arbitration.  The arbitration tribunal shall consist of three (3) members.  The arbitral award shall be final and binding upon the Parties.  The arbitration proceedings shall be held in Beijing.

No modication, amendment, or other change to the Agreement or any of its Annexes will be binding on any Party unless it is made in writing and signed by both Parties.

If any provision of this Agreement or any part of an Annex shall be held or adjudged illegal, invalid or unenforceable, such provision shall not affect this Agreement or the Annex as a whole or the legality or binding effect of other provisions.

No failure to exercise and no delay in exercising, on the part of either Party, of any right, power or the privilege under this Agreement nor any single or partial exercise thereof, or the exercise of any other right, power or privilege shall operate as a waiver thereof. No waiver by any Party of any of its respective rights or obligations under this Agreement shall be effective unless it is in writing.

This Agreement and the Annexes hereto constitute the entire agreement between the Parties and supersede all prior discussions, negotiations and agreements. The Annexes form an integral part hereof and have the same legal effect as this Agreement. If there is any inconsistency between the provisions of this Agreement and any of the Annexes, the provisions of this Agreement shall prevail to the extent of such inconsistency.

(i)

Any notice required to be given under this Agreement shall be in writing and may be given by personal delivery, or delivery through courier or facsimile transmission as follows: