EXHIBIT 10.1

STRATEGIC DEVELOPMENT AGREEMENT

THIS STRATEGIC DEVELOPMENT AGREEMENT (this “Agreement”), is effective as of September 30, 2019 (the “Effective Date”), by and between China VTV Limited, a Nevada company (“CVTV”) with primary offices at 393 Jaffe Road, Suite 17A, Wan Chai, Hong Kong, and CybEye Image, Inc., a corporation organized under the laws of the State of Delaware (“CybEye” or the “Developer”) with primary offices at 21515 Hawthorne Blvd., Ste. 690, Torrance, CA 90503. CVTV and CybEye are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH

WHEREAS, CVTV intends to have the Developer develop and provide technical support and maintenance to CVTV’s online streaming media platform (the “OTT Platform”) and incorporate blockchain technologies to CVTV’s OTT Platform to enhance security;

WHEREAS, CybEye desires to provide technical support and maintenance services to CVTV;

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following words and phrases shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. A Person shall be regarded a s in control of another Person if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“App” has the meaning set forth in Section 2.1.

“Applicable Law” means all laws, rules, regulations and guidelines, as existing as of the Effective Date and as may be amended from time to time thereafter, that apply to the alternative finance industry or the performance of each Parties obligations under this Agreement, in each case to the extent applicable and relevant to such party.

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“Better Price” has the meaning set forth in Section 7.1.

“Board” has the meaning set forth in Section 3.1.

“Business Day” means any weekday of the year on which banking institutions in New York are not authorized or obligated by law or executive order to close.

“Business Hours” mean 9 AM to 6 PM Pacific Daylight Time in the United States on Business Days.

“Capacity Goal” has the meaning set forth in Section 2.1.

“Capitalization Adjustment” means, subject to any required action by the shareholders of CVTV, the number of shares to be issued pursuant to this Agreement, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by CVTV; provided however that the conversion of any convertible securities of CVTV, if applicable, shall not be deemed having been "effected without receipt of consideration by CVTV.”

“Compensation Shares” has the meaning set forth in Section 9.2.

“CTO” has the meaning set forth in Section 3.1.

“CVTV Parties” has the meaning set forth in Section 11.2.

“CVTV Parties’ Losses” has the meaning set forth in Section 11.2.

“Designated Technicians” has the meaning set forth in Section 2.3.

“Developer Parties” has the meaning set forth in Section 11.1.

“Developer Parties’ Losses” has the meaning set forth in Section 11.1.

“Employment Agreement” means the employment agreement between Mr. Bing Liu and CVTV to be entered simultaneously with this Agreement.

“Expiration” means three years from the Effective Date, which is the end of the Term of this Agreement absent earlier Termination in accordance with the terms set forth in Article 8.1 hereof.

“Improvements” means any improvements to the Technology that are conceived by CVTV or the Developer associated with the activities of this Agreement during the Term of this Agreement.

“Licensing Agreement” has the meaning set forth in Section 4.1.

“OTT Platform” has the meaning set forth in the recital.

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“Person” means an individual, corporation, partnership, trust, limited liability company, unincorporated organization, joint stock company, joint venture, association or other entity, or any government, or any agency or political subdivision thereof or any branch of any legal entity.

“Price Difference” means the difference between $4.00 per share and the Better Price.

“Regulatory Authority” means any administrative or other applicable governmental agency in the Territory having responsibilities for regulation of the Purpose and the Technology.

“Rule 144” has the meaning set forth in Section 9.2.

“Securities Act” has the meaning set forth in Section 9.2.

“Server Fees” has the meaning set forth in Section 5.1.

“Technology” means all proprietary technology licensed to CVTV pursuant to the Licensing Agreement in order to carry out the purposes of this Agreement.

“Technical Services” mean any technical development, maintenance, coding, and related technical services that CybEye conducts in its ordinary business.

“Term” has the meaning set forth in Article 8.

“Termination” has the meaning set forth in Article 8.1.

Section 1.2 General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Unless otherwise specified, words such as “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement, and references herein to “Articles” or “Sections” refer to Articles or Sections of this Agreement.

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ARTICLE II 

PLATFORM DEVELOPMENT

Section 2.1 Development Goals and Obligations. The Developer shall design, create and maintain an online platform with blockchain technologies to be used on smart phones, tablets, computers, and any other electronic end devices as requested by CVTV to serve the business needs of CVTV, including without limitation providing media streaming services per orders of CVTV’s viewers or live streaming services, allowing CVTV’s viewers to upload their own videos to CVTV’s platform and interact with other viewers, and creating an unalterable blockchain-encrypted CVTV account for each viewer who meets CVTV’s criteria The Developer shall connect its existing blockchain platform, App Blockchain Crypto Domain Exchange, to CVTV’s OTT Platform and work with CVTV’s employees per the instructions of CVTV to enhance the security and stability of CVTV’s technical system. . In addition to creating new functions to CVTV’s platform and App, the Developer shall design tools and software to monitor and manage CVTV’s viewer database, and provide systematic updates to CVTV’s platform and App. Within six months from the Effective Date of this Agreement, the Developer shall deliver to CVTV the new app that the Developer creates (the “App”) for CVTV’s streaming business and new OTT Platform, which shall have the capacity to support one million viewers’ use of the App at the same time (the “Capacity Goal”).

Section 2.2 Timely Updates. CVTV shall provide specific instructions about how it intends to improve and update the App at the beginning of every three months commencing from the Effective Date and the Developer shall design and create the proper coding and software to achieve the updates requested by CVTV every three months. Any department of CVTV and its Affiliates may send update requests to the Developer within a timeframe upon which the Parties mutually agree.

Section 2.3 Personnel. The Developer shall designate five (5) technicians (the “Designated Technicians”), two of whom are senior technicians, to work with CVTV full-time (no less than forty (40) hours per week for each technician). In addition, the Developer shall contribute all and any labor, equipment, vendor resources, administrative services (including invoicing), and licensing necessary to deliver the services and achieve the purposes set forth in this Agreement.

Section 2.4 Maintenance and Technical Support. The Designated Technicians shall be responsible for developing, monitoring and maintaining the operations of CVTV’s OTT Platform and the new App during the Business Hours and shall be available to fix any issues and problems that the OTT Platform and the App may have outside the Business Hours to ensure the smooth operations of CVTV’s OTT Platform and App at any time. The Designated Technicians shall communicate with the officers and employees of CVTV and its Affiliates, not directly with the customers or viewers of CVTV.

Section 2.5 Office Spaces. Commencing from the Effective until the Termination or Expiration Date of this Agreement, the Developer shall make two office rooms on its premises available for CVTV’s exclusive use and agrees to have the address of the Developer’s primary offices listed as CVTV’s U.S. headquarters on all of CVTV’s publications and government filings. For clarification, CVTV shall not have to provide any additional consideration for the use of the Developer’s office other than the considerations set forth below.

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ARTICLE III

CVTV OFFICER AND BOARD SEAT

Section 3.1 Subject to the approval of the board of directors of CVTV (the “Board”) and the terms and conditions of the Employment Agreement between CVTV and Mr. Bing Liu, Mr. Bing Liu, the CEO and founder of CybEye, agrees to serve as the Chief Technology Officer (“CTO”) of CVTV and a member of the Board of CVTV. As the CTO of CVTV, Mr. Bing Liu shall be in charge of designing and developing CVTV’s streaming media platform and App with blockchain technologies and report the status of the technical operations of CVTV to the Chief Executive Officer of CVTV and the Board on a routine basis.

ARTICLE IV 

INTELLECTUAL PROPERTY

Section 4.1 IP Licensing. Simultaneously with the execution of this Agreement, the Parties shall enter into a non-exclusive licensing agreement (the “Licensing Agreement”) pursuant to which CVTV and its Affiliates shall have the right to use and develop any intellectual property and proprietary information, including without limitation any patents, trademarks, and know-how, which the Developer owns, to carry out the purposes and goals of this Agreement. The Developer will make all such information available to CVTV and cooperate with the CVTV in gaining access and using such intellectual property.

Section 4.2 Ownership of New Technology. Subject to the terms and conditions in the Licensing Agreement, the Developer shall grant CVTV a fully paid perpetual license to use the Improvements to the Technology, as well as any modifications thereto, developed during the term of this Agreement for the purposes of carrying out this Agreement regardless which Party or Parties create, design, develop or complete the Technology.

ARTICLE V

FINANCIAL PROVISIONS

Section 5.1 Development Costs and Expenses. Except as explicitly provided in this Agreement, each Party shall be solely responsible for the funds necessary or desirable required in connection with implementing this Agreement, except that CVTV shall pay for the server fees (the “Server Fees”) that the Developer may incur, beyond the testing stage of the new App and blockchain-embedded OTT Platform, by using servers from a third party. The Developer shall present to CVTV the invoices of the Server Fees from the third party provider for CVTV’s reimbursement in a timely manner.

Section 5.2 Books and Records. Each Party shall keep and maintain or cause to be maintained books and records pertaining to its activities in connection with this Agreement in accordance with U.S. Generally Accepted Accounting Principles.

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ARTICLE VI

EXCLUSIVITY

Section 6.1 Exclusivity.

(a) During the term of this Agreement, the Developer will develop the OTT Platform only for CVTV and will not engage in providing any services to other media companies.

(b) Subject to Section 6.1(a), during the Term of this Agreement, the Developer shall bring to CVTV’s attention any project other than the services described herein that the Developer intends to serve and CVTV shall have the first right to participate in such project at its sole discretion.

(c) The exclusivity set forth in this Article 6 shall immediately terminate upon Termination or Expiration of this Agreement.

ARTICLE VII

CONSIDERATION

Section 7.1 Stock Issuance to the Developer. Upon execution of this Agreement and after a reasonable period of time to register the common stock of CVTV as described below, CVTV shall issue two million and five hundred thousand (2,500,000) shares of its unissued and registered common stock to the Developer to compensate the Developer for the technical services it shall provide to CVTV pursuant to this Agreement. The Parties agree that subject to the restrictions imposed by the state and federal securities laws and regulations, the Developer may sell and dispose any or all of the 2,500,000 shares of CVTV’s common stock at any time at a per share price of not less than $5.00, subject to the Capitalization Adjustment. In the event that CVTV issues and sells its common stock to a third party at a price less than $4.00 per share (the “Better Price”) (subject to Capitalization Adjustment) in any private transaction within the next twelve (12) months from the Effective Date, CVTV shall issue the Developer options to purchase a number of shares of CVTV’s common stock which equals the result of the Price Difference multiplied by 2,500,000 divided by the Better Price, at the strike price equal to the Better Price.

Section 7.2 Monthly Payments in Stock or Cash. In addition to the consideration set forth in Section 7.1, CVTV shall issue forty thousand (40,000) shares of unissued and registered common stock to the Developer at the end of each whole month for the Developer’s services pursuant to this Agreement until the earlier of 1) Termination or Expiration of this Agreement under Article VIII, or 2) listing of CVTV’s common stock on a national stock exchange market, such as the Nasdaq Stock Exchange or New York Stock Exchange; so long as the Developer provides satisfactory services to CVTV and meets the Capacity Goal. Upon listing of CVTV’s common stock on a national stock exchange market, CVTV shall make a cash payment of $150,000 to the Developer instead of the stock payment at the end of each whole month for the Developer’s services pursuant to this Agreement until the Termination or Expiration of this Agreement pursuant to Article VIII, so long as the Developer provides satisfactory services to CVTV and meets the Capacity Goal. CVTV agrees to compensate the Developer for its services provided for less than a whole month pro rata based on the number of days the Developer works.

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Section 7.3 Performance-Based Stock Options. Subject to the terms of the Employment Agreement between Mr. Bing Liu and CVTV and the approval of the Board, CVTV shall grant Mr. Bing Liu stock incentive options to purchase no more than 500,000 shares of CVTV’s common stock each year during the Term of this Agreement pursuant to CVTV’s incentive stock option plan, so long as the Developer and Mr. Bing Liu provide satisfactory services to CVTV and meet the Capacity Goal. Subject to the approval of the Board, CVTV shall grant two Designated Technicians selected by the Developer incentive stock options, each to purchase no more than 100,000 shares of CVTV’s common stock each year during the Term of this Agreement pursuant to CVTV’s incentive stock option plan, so long as the Developer provides satisfactory services to CVTV and meets the Capacity Goal.

ARTICLE VIII 

TERM AND TERMINATION

Section 8.1 Term. Unless earlier terminated (“Termination”) pursuant to this Article, the Term of this Agreement shall continue in full force and effect from the Effective Date until September 29, 2022.

Section 8.2 Termination by Mutual Agreement. The Parties may terminate this Agreement at any time under mutual written consent and under terms and conditions to be agreed upon at the time of termination.

Section 8.3 Termination for Breach. One Party may terminate this Agreement or suspend performance under this Agreement upon written notice to the other Party at any time during the Term of this Agreement, if the other Party is in material breach of this Agreement and such other Party has not cured such material breach within sixty (60) days after notice requesting the cure of the breach. If a cure is not capable, the non-breaching Party may terminate this Agreement, or suspend performance under this Agreement, immediately.

Section 8.4 Termination for Bankruptcy. Either Party may immediately terminate this Agreement upon written notice to the other Party if the other Party becomes insolvent, admits in writing its inability to pay debts as they become due, is liquidated, dissolved or ceases to conduct business, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy or reorganization proceedings.

Section 8.5 Renewal. The Term of this Agreement shall automatically renew for another three (3) years unless one of the Parties provides to the other Party written notice of its intention not to renew the Term of this Agreement, at least sixty (60) days prior to the end of the Term.

Section 8.6 Transfer of Accounts. In the event of Termination or Expiration of this Agreement, the Developer shall transfer or cause to be promptly transferred to CVTV all of the source codes, account information, documents, and third party contracts relating to the App, OTT Platform and other activities associated with this Agreement at no cost or for no additional consideration.

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ARTICLE IX

REPRSENTATIONS AND WARRANTIES

Section 9.1 Representations and Warranties of CVTV. CVTV hereby represents, warrants and covenants as of the Effective Date as follows:

(a) Organization. CVTV is a company duly organized, validly existing and in good standing under the laws of the jurisdiction where such company was formed or incorporated and has all necessary company power and authority to own its properties and to conduct its business, as currently conducted.

(b) Authority. CVTV has the power and authority to execute, seal and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to take all other actions required to be taken pursuant to the provisions of this Agreement; and this Agreement is valid and binding upon CVTV in accordance with its terms. Neither the execution, sealing and delivering of this Agreement nor the consummation of the transactions contemplated will constitute any violation or breach of the articles of incorporation or the by-laws of CVTV or any provision of any contract, document or instrument to which CVTV is a party, to which CVTV is bound, or by which any of the assets or property of CVTV may be affected or secured, or any order, writ, injunction, decree, statute, rule or regulation.

(c) Compliance with Law; Regulatory Matters. No written communication has been received by CVTV or any of its Subsidiaries and Affiliates, and no investigation, regulatory enforcement action or any related review by any Regulatory Authority or other governmental authority is or at any time prior to the Effective Date has been pending (or, to the knowledge of CVTV and its Subsidiaries and Affiliates, is or at any time prior to the Effective Date has been threatened) by any Regulatory Authority or other governmental authority with respect to any alleged or actual violation by CVTV, any of its Subsidiaries and Affiliates or any third party of any Applicable Law or other requirement of any Regulatory Authority.

(d) Absence of Claims. As of the Effective Date, (i) there are no suits or actions, administrative, arbitration or other proceedings or governmental investigations pending (or, to the knowledge of CVTV and its Affiliates, threatened against or affecting) CVTTV or any of its Subsidiaries or Affiliates, and (ii) there is no judgment, order, injunction, decree, writ or award against CVTV that is not satisfied and remains outstanding with respect to any of the foregoing.

Section 9.2 Representations and Warranties of the Developer. CybEye hereby represents, warrants and covenants as of the Effective Date as follows:

(a) Organization. CybEye is a company duly organized, validly existing and in good standing under the laws of the jurisdiction where such company was formed or incorporated and has all necessary company power and authority to own its properties and to conduct its business, as currently conducted.

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(b) Authority. CybEye has the power and authority to execute, seal and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to take all other actions required to be taken pursuant to the provisions of this Agreement; and this Agreement is valid and binding upon CybEye in accordance with its terms. Neither the execution, sealing and delivering of this Agreement nor the consummation of the transactions contemplated will constitute any violation or breach of the certificate of incorporation or the operating agreement of CybEye or any provision of any contract, document or instrument to which CybEye is a party, to which CybEye is bound, or by which any of the assets or property of CybEye may be affected or secured, or any order, writ, injunction, decree, statute, rule or regulation.

(c) Compliance with Law; Regulatory Matters. CybEye represents and warrants that it shall comply, and shall ensure that its Affiliates comply, with all local, state and international laws and regulations relating to its and their performance of their obligations and exercise of their rights under this Agreement.

(d) Restricted Stock. The Developer acknowledges and understands the shares of CVTV’s common stock to be issued under Section 7.1 and 7.2 (“Compensation Shares”) are being offered in a transaction not involving a public offering within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Compensation Shares have not been registered under the Securities Act, and, if in the future, in accordance with the terms of this Agreement, the Developer decides to offer, resell, pledge or otherwise transfer the Compensation Shares, such Compensation Shares may be offered, resold, pledged or otherwise transferred only: (i) pursuant to an effective registration statement filed under the Securities Act, (ii) pursuant to an exemption from registration under Rule 144 promulgated thereunder ("Rule 144"), if available, or (iii) pursuant to any available other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. The Developer agrees that if any assignment, disposition, transfer, pledge of or similar action with respect to its Compensation Shares or any interest therein is proposed to be made by the Developer or its affiliates, as a condition precedent to any such action, the Developer shall be required to deliver to CVTV an opinion of counsel satisfactory to CVTV that such action does not violate the Securities Act or the rules and regulations promulgated thereunder. Absent registration or an available exemption from registration, the Developer agrees that it will not take any such action with respect to the Compensation Shares.

(e) SEC Information. The Developer confirms it has received or has had full access to all of CVTV’s publicly available documents, which are available on the Securities and Exchange Commission’s website at www.sec.gov, and the information it considers necessary or appropriate to make an informed investment decision with respect to the Compensation Shares to be issued to it under this Agreement. The Developer understands that no person has been authorized to give any information or to make any representations, which were not furnished pursuant to this Agreement. The Developer has had the opportunity to ask questions about the business and financial condition of CVTV and received answers from CVTV in that regard.

(f) Investment Purposes. The Compensation Shares to be acquired by the Developer hereunder will be acquired for investment for its own account, and not with a view to the resale or distribution of any part thereof, and the Developer has no present intent of selling or otherwise distributing any part of the Compensation Shares except in compliance with applicable securities laws.

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ARTICLE X

CONFIDENTIALITY

Section 10.1 Definition. All proprietary information, documents, materials, trade secrets and know-how disclosed or furnished pursuant to this Agreement collectively constitutes the “Confidential Information” regardless of whether it is marked or identified as “confidential” at the time of disclosure.

Section 10.2 Treatment of Confidential Information. Neither Party will use the Confidential Information of the other for any purpose unrelated to the exercise of its rights or fulfillment of its obligations under this Agreement. Each Party will hold such Confidential Information in confidence during the Term and for a period of three (3) years after the termination or expiration date of this Agreement (except that Confidential Information identified by a Party as a trade secret shall be held in confidence for as long as such information remains a trade secret). Each Party shall exercise with respect to the Confidential Information of the other Party the same degree of care as the Party exercises with respect to its own confidential or proprietary information of a similar nature, but in no event less than reasonable care, and shall not disclose it or permit its disclosure to any third party, other than: (a) to its Affiliates, and those of its and its Affiliates’ respective employees, licensees, consultants, contractors, accountants, attorneys, advisors and agents, as well as to any potential acquirers, investors or lenders and their respective advisors, in each of the foregoing cases who are bound by a substantially similar obligation of confidentiality under this Agreement and (b) by or on behalf of the Party to any applicable Regulatory Authority in connection with the regulatory approval process and/or other regulatory matters.

Section 10.3 Exceptions. However, such undertaking of confidentiality shall not apply to any information or data which: (a) the receiving party receives without obligation of confidentiality at any time from a third party lawfully in possession of same and having the right to disclose same; (b) is, as of the Effective Date, in the public domain, or subsequently enters the public domain through no fault of the receiving party; (c) is independently developed by the receiving party as demonstrated by written evidence without reference to or benefit of information disclosed to the receiving party by the disclosing party; or (d) is publically disclosed pursuant to the prior, written approval of the disclosing party.

Section 10.4 Permitted Disclosure. If a Party is required to disclose any Confidential Information of the other Party pursuant to Applicable Law or legal process, the Party shall (a) give prior, written notice of such required disclosure to the other Party, to the extent reasonably practicable, (b) give reasonable assistance to the other Party, if requested thereby, seeking confidential or protective treatment thereof, and (c) only disclose such Confidential Information to the extent required by such Applicable Law or legal process.

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ARTICLE XI

INDEMNIFICATION

Section 11.1 CVTV’s Indemnification Obligations. CVTV shall at all times during the term of this Agreement and thereafter defend, hold harmless and indemnify the Developer, its officers, directors, employees, agents and Affiliates (“Developer Parties”), and the successors and assigns of the foregoing against any and all expenses, damages, costs, judgments and liabilities of any kind whatsoever, including reasonable attorneys’ fees, payable to third parties as a result of a Third Party claim, suit, or cause of action (collectively, the “Developer Parties’ Losses”) arising out of a breach of any of CVTV’s representations, warranties or obligations under this Agreement, or gross negligence, willful misconduct or illegal acts of CVTV, except to the extent that such Losses arise solely out of the negligence, willful misconduct or illegal acts of the Developer Parties or are subject to indemnification by the Developer under Section 11.2.

Section 11.2 Developer’s Indemnification Obligations. The Developer shall at all times during the term of this Agreement and thereafter defend, hold harmless and indemnify CVTV, its officers, directors, employees, agents and Affiliates (“CVTV Parties”), and the successors and assigns of the foregoing against any and all expenses, damages, costs, judgments and liabilities of any kind whatsoever, including reasonable attorneys’ fees, payable to third parties as a result of a Third Party claim, suit, or cause of action (collectively, the “CVTV Parties’ Losses”) arising out of a breach of any of the Developer’s representations, warranties or obligations under this Agreement, any liabilities to a third party as a result of any actual or alleged infringement of any intellectual property (including patent) rights in connection with the activities described in this Agreement, or gross negligence, willful misconduct or illegal acts of the Developer, except to the extent that such Losses arise solely out of the negligence, willful misconduct or illegal acts of the Developer Parties or are subject to indemnification by CVTV under Section 11.1.

Section 11.3 Obligations of the Indemnified Parties. Each indemnified Party under this Agreement shall give the indemnifying Party prompt written notice of any claim it receives, including all particulars of such claim(s) to the extent known to the indemnified Party; provided, that the failure to give timely notice to the indemnifying Party as contemplated hereby shall not release the indemnifying Party from any liabilities under this Article 11 except to the extent the indemnifying Party is materially prejudiced in defending any claim by such failure. The indemnified Party shall also give the indemnifying Party the opportunity to assume sole and full control of the defense and settlement of all claims for which it is seeking indemnification. If the indemnifying Party assumes such control and defends against such Losses, it shall not be responsible for the legal fees of any attorneys additionally employed by the indemnified Party. If the indemnifying Party refuses to defend, it shall remain liable for the legal fees of any attorneys employed by the indemnified Party. If the indemnifying Party is not given the opportunity to assume sole and full control of the defense and settlement, then it shall have no liability of the purported indemnified Party for the associated claim(s), whether for attorneys’ fees, costs, expenses, or Losses. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be promptly paid or reimbursed by the indemnifying Party, except that the indemnifying Party shall not have any obligation to pay additional attorneys’ fees, should the indemnified Party choose to retain separate counsel.

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Section 11.4 Settlement. Except in case the indemnifying Party refuses to fully defend and hold harmless the indemnified Party against the subject Losses, in no event shall the indemnified Party settle any claims subject to indemnification under this Article 11 without the consent of the indemnifying Party. The indemnifying Party may settle any claim under this Article 11 on behalf of the indemnified Party with consent of the indemnified Party so long as the indemnified Party is not required to make any payments not covered by the indemnifying Party.

Section 11.5 Survival. The obligations of the Indemnified Parties under this Article 11 shall be continuing obligations of the Parties, as the case may be, and shall specifically survive the termination of this Agreement until three (3) years from the termination or expiration of this Agreement.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Notices. Any notice, request or other communication to be given or made under this Agreement to the Parties hereto shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, or overnight mail to the Party to which it is required or permitted to be given or made at such Party’s address specified in the recital section of this Agreement or at such other address as such Party shall have designated by notice to the Party given or making such notice, request or other communication.

Section 12.2 Counterparts. This Agreement may be executed in any number of counterparts, one for each Party, each of which shall be deemed an original, but all of which together shall constitute a single instrument. It is also agreed and understood that this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, representatives, executors, successors, and assigns, and that the Agreement shall not have any effect unless and until it has been executed by all Parties hereto. This Agreement may be executed electronically and such execution shall be treated for all purposes as an original.

Section 12.3 Severability. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby as long as the remaining provisions do not fundamentally alter the relations among the Parties hereto.

Section 12.4 Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of New York, without regard to conflict of law principles.

Section 12.5 Adjudication and Consent to Jurisdiction. Any controversy, claim or dispute between the Parties arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be submitted by the Parties in dispute to binding arbitration in accordance with the arbitration rules then in effect of the International Chamber of Commerce. Any such arbitration shall be conducted in the State of New York, U.S.A. Any judgment or award rendered by the arbitrator shall be final and binding on the Parties. The Parties agree that such judgment and/or award may be enforced in any court of competent jurisdiction.

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Section 12.6 No Third Party Rights; Assignment. This Agreement is intended to be solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any other Person. All rights and obligations hereunder and under any agreements and documents executed and delivered in connection herewith shall not be assignable, except with the consent of all Parties.

Section 12.7 Waivers and Amendments. No modification of or amendment to this Agreement shall be valid unless in a writing signed by the Parties hereto referring specifically to this Agreement and stating the Parties’ intention to modify or amend the same. Any waiver of any term or condition of this Agreement must be in a writing signed by the Party sought to be charged with such waiver referring specifically to the term or condition to be waived, and no such waiver shall be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this Agreement.

Section 12.8 Headings. The headings in this Agreement are for purposes of reference only and shall not be considered in construing this Agreement.

Section 12.9 Specific Performance. The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that, in the event of breach by any Party, the other Parties shall be entitled to specific performance and injunctive and other equitable relief; and the Parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

Section 12.10 Further Assurances. Without limiting the generality of the foregoing, each Party to this Agreement agrees to take all Necessary Actions to ensure that the provisions of this Agreement are implemented. From time to time, at the reasonable request of any other Party hereto and without further consideration, each Party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

China VTV Limited

By: _____________________________

Name: Tijin Song

Title: Chairman and CEO

Email:

Telephone:

CybEye Image, Inc.

By: _____________________________

Name: Bing Liu

Title: Chief Executive Officer

Email:

Telephone:

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EXHIBIT 10.2

NON-EXCLUSIVE LICENSING AGREEMENT

This Non-Exclusive Licensing Agreement (hereinafter called "Licensing Agreement"), is made and entered into as of the 30th day of September, 2019 (the "Effective Date"), by and between CybEye Image, Inc. (“Licensor”) and China VTV Limited, a Nevada corporation ("Licensee”). Each of the Licensor and Licensee is sometimes referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties shall enter into a Strategic Development Agreement on the Effective Date (the “Development Agreement”), whereby Licensee intends to have Licensor develop and provide technical support and maintenance to Licensee’s online streaming media platform (the “OTT Platform”), and incorporate the blockchain technologies to Licensor’s OTT Platform;

WHEREAS, Licensor is the owner of the Subject Technology as defined below;

WHEREAS, Licensor is willing to grant a non-exclusive license to the Subject Technology to Licensee on the terms set forth herein; and

WHEREAS, Licensee desires to obtain the said non-exclusive license to the Subject Technology.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto expressly agree as follows:

1. DEFINITIONS AS USED HEREIN

1.1 "Licensed Product(s)" shall mean all products that incorporate, utilize, or are made with the use of the Subject Technology, including the OTT Platform and related applications.

1.2 "Subject Technology" shall mean all intellectual property and proprietary information, including, without limitation, any patents, trademarks, and know-how, which the Licensor owns, used to carry out the purposes and goals of the Development Agreement. Subject to the terms and conditions in this Licensing Agreement, Licensee and its affiliates shall have the right to use and develop all Subject Technology. Subject Technology shall also mean any improvements or modifications made to any Subject Technology. Subject Technology includes a list of Licensor’s patents and trademarks set forth in Schedule A as attached herein.

1.3 "Territory" shall be worldwide.

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2. GRANT OF LICENSE

2.1 Licensor hereby grants to Licensee a fully paid perpetual non-exclusive right and license to the Subject Technology to make, develop, and use the OTT Platform and related applications in the Territory, regardless of whether the Licensees have a valid and enforceable patent in any part of the Territory. The Licensor shall not grant any exclusive license to the Subject Technology to any third-party.

2.2 Licensor hereby grants to Licensee a fully paid perpetual license to use any and all improvements to the Subject Technology, as well as any modifications thereto, developed during the term of the Development Agreement for the purposes of carrying out the Development Agreement, regardless of which Party or Parties create, design, develop, or complete the Subject Technology. Licensor may grant non-exclusive licenses to the Subject Technology to third-parties without compensation to Licensee.

2.3 Licensor shall at all times retain the right to grant non-exclusive licenses and other rights to the Subject Technology to third parties, whether such be commercial entities, academic institutions or other persons.

2.4 Reserved.

3. PAYMENTS AND REPORTS

The license and other rights granted pursuant to this Licensing Agreement by Licensor to Licensee shall also be royalty-free and deemed fully paid in consideration for the Parties entering into and consummating the transactions contemplated by the Development Agreement.

4. RESERVED

5. SUBLICENSES

All sublicenses granted by Licensee of its rights hereunder shall be subject to the terms of this Licensing Agreement. Licensee shall obtain prior written approval from Licensors, which shall not be unreasonably withheld, prior to entering into any sublicensing agreement. Licensee shall be responsible for its sublicensees and shall not grant any rights that are inconsistent with the rights granted to and obligations of Licensee hereunder. Each sublicense agreement granted by Licensee shall include an audit right by Licensors of the same scope as provided in Paragraph 5 hereof with respect to Licensee. No such sublicense agreement shall contain any provision that would cause it to extend beyond the term of this Licensing Agreement. Licensee shall give Licensors prompt notification of the identification and address of each sublicensee with whom it concludes a sublicense agreement, and shall supply Licensors with a copy of each such sublicense agreement.

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6. PATENTS AND INFRINGEMENT

6.1 Pursuant to this Licensing Agreement, Licensor grants Licensee the right to further develop the licensed patents and trademarks as set forth in Schedule A.

6.2 At all times, unless modified by all of the parties hereto, Licensor agrees to pay all costs incident to the patents for the Subject Technology and like protection in all jurisdictions where the patents are filed, including all costs incurred for filing, prosecution, issuance and maintenance fees, as well as any costs incurred in filling continuations, continuations-in-part, divisions or related applications, and any re-examination or reissue proceedings.

Licensor agrees to keep Licensee fully informed, at Licensors' expense, of prosecutions and maintenance pursuant to paragraph 6.2, including submitting to Licensee copies of all official actions and responses thereto; provided that, however, Licensee shall be responsible for any of its expenses including attorney's fees that Licensee incurs in reviewing and commenting on the information it received from the Licensors. Licensors shall consult Licensee regarding any abandonment of the prosecution or maintenance of the patents for the Subject Technology and shall abstain from abandoning any prosecution or maintenance of such patents without Licensee’s written consent.

6.3 In the event that Licensee decides to prosecute a patent application for any new technology developed from the Subject Technology in any jurisdiction, Licensee shall timely notify Licensor the status of such applications. If Licensee fails to notify Licensor in sufficient time, such failure shall not be considered a default event of this Licensing Agreement.

Licensor agrees to reasonably cooperate with Licensee to whatever extent is reasonably necessary to procure patent protection and prosecution of any technology newly developed from the Subject Technology.

6.4 Each Party shall promptly inform the other of any suspected infringement of any claims with respect to the patents for Subject Technology, as well as the misuse, misappropriation, theft, or breach of confidence of other proprietary rights in the Subject Technology by a third party. With respect to such activities as are suspected, Licensee shall have the right, but not the obligation, to institute an action for infringement, misuse, misappropriation, theft, or breach of confidence of the proprietary rights against such third party. If Licensee fails to bring such an action or proceeding within a period of one (1) month after receiving notice or otherwise having knowledge of such infringement, then Licensor shall have the right, but not the obligation, to prosecute at its own expense any such claim. Should either Licensor or Licensee commence suit under the provisions of this Paragraph 6.4 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such action or proceeding. All recoveries, whether by judgment, award, decree, or settlement from infringement or misuse of Subject Technology, shall be apportioned as follows: the Party bringing the action or proceeding shall first recover an amount equal to two (2) times the costs and expenses incurred by such Party directly related to the prosecution of such action or proceeding and the remainder shall be divided equally between Licensee and both of Licensors.

6.5 Neither Licensor nor Licensee shall settle any action covered by Paragraph 6.4 without first obtaining the consent of the other Party, where consent will not be unreasonably withheld.

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7. TERM AND TERMINATION

7.1 Subject to the terms and conditions set forth in this Licensing Agreement, the Licensee has a fully paid perpetual license to the Subject Technology, any and all improvements to the Subject Technology, as well as any and all modifications to the Subject Technology developed during the term of the Development Agreement, regardless of when the Development Agreement is terminated or expires.

7.2 In the event of default or failure by any Party to perform any of the terms, covenants, or provisions of this Licensing Agreement, the breaching Party shall have sixty (60) days after the giving of written notice of such default by the non-breaching Party to correct such default. If such default is not corrected within the said sixty (60) day period, the non-breaching Party shall have the right, at its option, to rescind or terminate this Licensing Agreement.

7.3 In the event that the Parties terminate and rescind the Development Agreement or the Development Agreement expires, Licensee may continue using Subject Technology already used by the Licensee prior to the termination or expiration of the Development Agreement, otherwise in compliance with the terms of this Licensing Agreement.

7.4 Reserved.

8. ASSIGNABILITY

This Licensing Agreement shall be binding upon and shall inure to the benefit of Licensor and its assigns and successors in interest, and shall be binding upon and shall inure to the benefit of Licensee and the successor to all or substantially all of its assets or business to which this Licensing Agreement relates, but shall not otherwise be assignable or assigned by Licensee without prior written approval by Licensor being first obtained, which approval shall not be unreasonably withheld.

9. GOVERNMENTAL COMPLIANCE

During the term of this Licensing Agreement and as long as the Licensee operates the OTT Platform and the related applications, Licensee shall at all times comply with all laws that may control or govern the activities of the Licensee or any other activity undertaken pursuant to the Development Agreement.

10. GOVERNING LAW

This Licensing Agreement shall be deemed to be subject to, and have been made under, and shall be construed and interpreted in accordance with the laws of the State of New York and the United States Federal Laws. This Licensing Agreement is expressly acknowledged to be subject to all federal laws, including but not limited to the Export Administration Act of the United States of America. No conflict-of-laws rule or law that might refer such construction and interpretation to the laws of another state, republic, or country shall be considered.

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11. ADDRESSEES

Any notice or other communication pursuant to this Licensing Agreement shall be sufficiently made or given on the date of mailing, if sent to such Party, by first-class mail, postage prepaid, addressed to it at its address below or as it shall designate by written notice given to the other Party:

In the case of Licensor with a copy to:

CybEye Image, Inc.

21515 Hawthorne Blvd., Ste. 690

Torrance, CA 90503

Attention: Bing Liu

Email: 

Telephone: 

In the case of Licensee with a copy to:

China VTV Limited

393 Jaffe Road, Suite 17A

Wan Chai, Hong Kong

Attention: Tijin Song

Email:

Telephone:

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12. ADDITIONAL PROVISIONS

12.1 Licensee agrees to maintain the Subject Technology in confidence, and to use the same only in accordance with this Licensing Agreement. Such obligation of confidentiality shall not apply to information in which Licensee can demonstrate: (i) was in the public domain at the time of disclosure; (ii) has come into the public domain after disclosure through no fault of Licensee; (iii) was known to Licensee prior to disclosure thereof by Licensor; (iv) was lawfully disclosed to Licensee by a third party not under an obligation of confidence to Licensor with respect thereto; (v) was independently developed by Licensee without use of the Subject Technology; or (vi) which Licensee shall be compelled to disclose by law or legal process. The foregoing obligation of confidentiality shall survive termination of this Licensing Agreement.

12.2 Each Party shall notify the other of any claim, lawsuit, or other proceeding related to the Subject Technology.

12.3 The Parties hereby acknowledge and agree that each is independent from the other and that neither Party shall be considered to be the agent, representative, master, or servant of the other Party for any purpose whatsoever, and that neither Party has any authority to enter into a contract, to assume any obligation, or to give warranties or representations on behalf of the other Party. Nothing in this relationship shall be construed to create a relationship of joint venture, partnership, fiduciary or other similar relationship between the Parties.

12.3 The Parties covenant and agree that if a Party fails or neglects for any reason to take advantage of any of the terms provided for the termination of this Licensing Agreement, or if a Party, having the right to declare this Licensing Agreement terminated, shall fail to do so, any such failure or neglect by such Party shall not be a waiver or be deemed or be construed to be a waiver of any cause for the termination of this Licensing Agreement subsequently arising, or as a waiver of any of the terms, covenants, or conditions of this Licensing Agreement or of the performance thereof. None of the terms, covenants, and conditions of this Licensing Agreement may be waived by a Party except by its written consent.

13.6 All Parties hereby agree that neither Party intends to violate any public policy, statutory or common law, rule, regulation, treaty, or decision of any government agency or executive body thereof of any country or community or association of countries. If any word, sentence, paragraph or clause or combination thereof of this Licensing Agreement is found, in a final unappealed order by a court or executive body with judicial powers having jurisdiction over this Licensing Agreement or any of its Parties hereto, to be in violation of any such provision in any country or community or association of countries, such words, sentences, paragraphs or clauses or combination shall be inoperative in such country or community or association of countries, and the remainder of this Licensing Agreement shall remain binding upon the Parties hereto.

13.7 No liability hereunder shall result to a Party by reason of delay in performance caused by force majeure, which are circumstances beyond the reasonable control of the Party, including, without limitation, acts of God, fire, flood, war, civil unrest, labor unrest, or shortage of or inability to obtain material as equipment.

13.8 The terms and conditions herein constitute the entire agreement between the Parties and shall supersede all previous agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof. No agreement of understanding bearing on this Licensing Agreement shall be binding upon either Party hereto unless it shall be in writing and signed by the duly authorized officer or representative of each of the Parties and shall expressly refer to this Licensing Agreement.

[Signatures on following page.]

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Licensing Agreement in multiple originals by their duly authorized officers and representatives on the respective dates shown below, but effective as of the Effective Date.

LICENSEE:

CHINA VTV LIMITED

By: _________________________

Name: Tijin Song

Title: Chairman of the Board, Chief Executive Officer, and President

Date: ________________________

LICENSOR:

CYBEYE IMAGE, INC.

By: _________________________

Name: Bing Liu

Title: Chief Executive Officer

Date: ________________________       

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SCHEDULE A

UNITED STATES PATENTS AND TRADEMARKS

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EXHIBIT 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated September 30, 2019 (the “Effective Date”), is by and between China VTV Ltd., a company incorporated under the laws of Nevada (the “Company”), and Bing Liu, an individual (the “Executive”) with reference to the following facts:

The Executive wishes to serve, and the Company wishes the Executive to serve, as the Chief Technology Officer; and

The parties hereby enter into an Employment Agreement between the Executive and the Company, on the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the foregoing facts and mutual agreements set forth below, the parties, intending to be legally bound, agree as follows:

1. Employment. The Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment and agrees to perform the Executive’s duties and responsibilities in accordance with the terms and conditions hereinafter set forth.

1.1 Duties and Responsibilities. The Executive shall serve as the Chief Technology Officer. During the Employment Term, as defined below, the Executive shall perform all duties and accept all responsibilities incident to such position and other appropriate duties as may be assigned to Executive by the Company’s Board of Directors (the “Board”) and Chief Executive Officer from time to time, including designing and developing the Company’s streaming media platform and app with blockchain technologies. The Company shall retain full direction and control of the manner, means and methods by which the Executive performs the services for which he is employed hereunder and of the place or places at which such services shall be rendered.

1.2 Employment Term. The term of the Executive’s employment shall commence on the Effective Date and shall continue for three (3) years, unless earlier terminated in accordance with Section 6 hereof (the “Employment Term”).

1.3 Extent of Service. During the Employment Term, the Executive agrees to use the Executive’s best efforts to carry out the duties and responsibilities under Section 1.1 hereof.

1.4 Grant of Incentive Stock Options.

(a) In consideration of the services to be provided by the Executive set forth herein and subject to the approval of the Board, the Company shall issue to the Executive stock incentive options (the “Options”) to purchase five hundred thousand (500,000) shares of the Company’s common stock (the “Shares”, and together with the Options, “Securities”) pursuant to the Company’s 2019 Stock Option Plan every year during the Employment Term so long as the Executive provides satisfactory services to the Company, as reasonably determined by the Company in its sole discretion, and meets all of the conditions set forth in the Strategic Development Agreement dated the Effective Date (the “Strategic Development Agreement”). Subject to the terms and conditions in the Option Agreement, the Options shall vest in four equal installments each quarter commencing from the Effective Date and shall become exercisable one (1) year after the date of the grant of such Option. The Company and Executive agree that issuance of the Options is an inducement material to entering into this Agreement.

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(b) Reserved.

(c) Notwithstanding any other provisions of this Agreement, the Company’s Board of Directors shall be authorized in its discretion, based upon its review and evaluation of the performance of the Executive and of the Company or its subsidiaries, to accelerate the vesting schedule under this Agreement upon the Options, at such times and upon such terms and conditions as the Board of Directors shall deem advisable.

1.5 Reimbursement of Expenses; Legal Holidays. The Executive shall be provided with reimbursement of expenses related to Executive’s employment by the Company, including reasonable expenses for travel within the scope of the Executive’s employment as long as such travel is pre-approved by the Company, on a basis no less favorable than that which may be authorized from time to time by the Board of Directors, in its sole discretion, for senior level executives as a group. Executive shall be entitled to legal holidays in accordance with the Company’s normal personnel policies for senior level executives.

1.6 No Other Compensation. Except as expressly provided in Section 1.4, Executive shall not be entitled to any other compensation or benefits.

1.7 Reserved.

2. Representations and Warranties of the Executive. The Executive represents and warrants to the Company as follows:

2.1 No Conflicts. The execution and delivery by the Executive of this Agreement, and the performance by the Executive of its obligations hereunder, do not and will not (i) violate or conflict with any law, ordinance, or regulation, or order, decree or judgment of any arbitrator, court or administrative or other governmental body which is applicable to, binding upon or enforceable against the Executive or any of his assets, (ii) constitute or result in any breach of any of the terms, provisions, conditions of, or constitute a default under, or an event which, with notice or lapse of time or both, would constitute a default under, any indenture, agreement, contract or other document to which the Executive is a party or by which the Executive may be bound or (iii) require the consent or approval of any court, governmental authority or other person. Neither the execution, delivery nor performance of this Agreement, nor the consummation by the Executive of the obligations contemplated hereby requires the consent of, authorization by, exemption from, filing with or notice to any governmental entity or any other person.

2.2 Restricted Securities. The Options and Shares are characterized as “restricted securities,” as that term is defined under Rule 144 of the Securities Act, and may not be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”) or in accordance with an exemption therefrom. The Executive represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Executive agrees and acknowledges that, in connection with the transfer of any portion of, or all of, the Shares, the Company may require the Executive to provide an opinion of counsel, the form and substance of which shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

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2.3 Experience of the Executive. The Executive, either alone or together with his representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has evaluated the merits and risks of such investment. The Executive is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

2.4 Risk of Investment. The Executive is aware and acknowledges that (i) the investment in the Securities is speculative and the Executive bears the risk of loss of its entire investment, (ii) the Executive, in accepting the Securities, is relying, if at all, solely upon the advice of his personal financial, tax and legal advisers with respect to an investment in the Company, and (iii) because transfer of the Securities is restricted, it may not be possible for the Executive to liquidate its investment readily in case of an emergency and, therefore, the Executive may have to bear the risk of an investment in the Securities for an indefinite period of time.

2.5 Tax Consequences. The Executive acknowledges that the acquisition of the Securities, may involve tax consequences to the Executive, and the contents of this Agreement do not contain tax advice. The Executive acknowledges that he has not relied and will not rely upon the Company with respect to any tax consequences related to the Securities. The Executive assumes full responsibility for all such consequences and for the preparation and filing of any tax returns and elections which may or must be filed in connection with the Securities.

2.6 Purchase Entirely for Own Account. The Securities to be received by the Executive hereunder will be acquired for the Executive’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Executive has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Executive’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by the Executive to hold the Securities for any period of time. The Executive is not a broker-dealer or agent of a broker-dealer required to be registered with the Securities and Exchange Commission under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor an entity or individual engaged in a business that would require it to be so registered.

2.7 Reserved.

2.8 Disclosure of Information. The Executive has access to and has reviewed the Company’s filings with the Securities and Exchange Commission, at www.sec.gov, including the “Risk Factors” contained therein. The Executive has had the opportunity to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities.

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2.9 Legends. The Executive agrees to the imprinting, so long as is required by this Section 2.9, of a legend on any of the Securities issued pursuant to this Agreement, or certificates evidencing such securities, in the following form:

THIS SECURITY NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

The Executive agrees also to the imprinting of any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities to be so legended. Certificates evidencing such securities shall not contain any legend (including the legend set forth in this Section 2.9 hereof): (i) while a registration securities pursuant to Rule 144, or (iii) if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission), as reasonably determined by the Company.

2.10 Reliance on Exemptions. The Executive understands that the Securities being offered hereunder, are being offered in reliance on specific exemptions from the registration requirements of United States federal and state securities laws, and that the Company is relying in part upon the truth and accuracy of the Executive’s representations, and compliance with the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein, in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Securities.

2.11 Due Execution; Binding Obligation. This Agreement has been duly executed and delivered by the Executive and is a legal, valid and binding obligation of the Executive enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights or the availability of equitable remedies.

3. Representations of the Company. The Company represents and warrants to the Executive as follows:

3.1 Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

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3.2 No Conflict. The execution, delivery and performance of this Agreement by the Company will not (i) result in a violation of the Company’s Certificate of Incorporation, as amended, or other organizational document of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws of the Company or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a material adviser effect on the Company or its subsidiaries.

3.3 Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Executive contained herein, the offer and issuance by the Company of the Securities, is exempt from registration pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.

4. Confidential Information. Executive recognizes and acknowledges that by reason of Executive’s employment by and service to the Company before, during and, if applicable, after the Employment Term, Executive will have access to certain confidential and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,” and plans, financing services, funding programs, costs, strategy and programs, computer programs and software and financial information (collectively referred to as “Confidential Information”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company and Executive covenants that he will not, unless expressly authorized in writing by the Company, at any time during the course of Executive’s employment use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Executive’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Executive also covenants that at any time after the termination of such employment, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of Executive or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Executive’s possession during the course of Executive’s employment shall remain the property of the Company. Except as required in the performance of Executive’s duties for the Company, or unless expressly authorized in writing by the Company, Executive shall not remove any written Confidential Information from the Company’s premises, except in connection with the performance of Executive’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination of Executive’s employment, the Executive agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Executive’s possession.

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5. Non-Competition; Non-Solicitation.

5.1 Non-Compete. The Executive hereby covenants and agrees that during the term of this Agreement and for a period of one (1) year following the end of the Employment Term, the Executive will not, without the prior written consent of the Company, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, joint venture, security holder, trustee, partner, Executive, creditor lending credit or money for the purpose of establishing or operating any such business, partner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 5.1, (i) “Competing Business” means any company engaged in the business of internet-based media or anything substantially similar to those of the Company; and (ii) “Covered Area” means all geographical areas of the United States and foreign jurisdictions where the Company may operate. Notwithstanding the foregoing, the Executive may own shares of companies so long as such securities do not constitute more than ten percent (10%) of the outstanding securities of any such company.

5.2 Non-Solicitation. The Executive further agrees that as long as the Agreement remains in effect and for a period of one (1) year from its termination, the Executive will not divert any business of the Company and or any affiliate of the Company and/or the Company’s and/or its affiliates’ business to any other person, entity or competitor, or induce or attempt to induce, directly or indirectly, any person to leave his or her employment with the Company.

5.3 Remedies. The Executive acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the Company and its affiliates and their respective business and the Executive expressly agrees that monetary damages would be inadequate to compensate the Company and/or its affiliates for any breach by the Executive of his covenants and agreements set forth herein. Accordingly, the Executive agrees and acknowledges that any such violation or threatened violation of this Section 5 will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company and its affiliates shall be entitled to obtain injunctive relief against the threatened breach of this Section 5 or the continuation of any such breach by the Executive without the necessity of proving actual damages.

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6. Termination.

6.1 Termination of the Strategic Development Agreement. This Agreement shall be terminated upon the termination of the Strategic Development Agreement, unless otherwise mutually agreed upon by the parties in writing. In such event, the expense reimbursement shall be paid to the Executive in a lump sum payment within ten (10) days of the date of termination and the Options, which have not vested as of the date of termination, shall be forfeited and cancelled.

6.2 Permanent Disability. If the Executive becomes totally and permanently disabled (“Permanent Disability”), the Company or the Executive may terminate this Agreement on written notice thereof, the Executive shall receive the expense reimbursement in a lump sum payment within ten (10) days of the date of termination, and the Options, which have not vested as of the date of termination, shall be forfeited and cancelled.

6.3 Death. In the event of the Executive’s death during the Employment Term, this Agreement will terminate, and the Executive’s estate or designated beneficiaries shall receive the expense reimbursement in a lump sum payment within ten (10) days of the date of termination and the Options, which have not vested as of the date of termination, shall be forfeited and cancelled.

6.4 Voluntary Termination by Executive: Discharge for Cause. The Company shall have the right to terminate this Agreement for Cause and shall not owe any obligations or liabilities to the Executive upon termination of this Agreement pursuant to Section 6.4. In such event, all of the vested Options shall immediately expire and the Options that have not vested as of the date of such termination shall be forfeited and cancelled. As used herein, the term “Cause” shall be limited to (a) willful malfeasance or willful misconduct by the Executive in connection with the services to the Company in a matter of material importance to the conduct of the Company’s affairs which has a material adverse effect on the business of the Company, or (b) the conviction of the Executive for commission of a felony. For purposes of this subsection, no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Termination of this Agreement for Cause pursuant to this Section 6.4 shall be made by delivery to the Executive of a copy of a resolution duly adopted by the affirmative vote of all of (the Executive, if a Board member not participating in the vote) the members of the Board of Directors, but the Executive, called and held for such purpose (after thirty (30) days prior written notice to the Executive and reasonable opportunity for the Executive to be heard before the Board of Directors prior to such vote), finding that in the good faith business judgment of such Board of Directors, the Executive was guilty of conduct set forth in any of clauses (a) and (b) above and specifying the particulars thereof.

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6.5 Change in Control. Upon the occurrence of Change in Control (as defined below), the Company shall have the right to terminate this Agreement prior to the Expiration Date hereof and the Executive shall receive in accordance with this Agreement:

	(i)	expense reimbursement which shall be paid in a lump sum payment within ten (10) days of the date of termination pursuant to Section 1.5; and
	(ii)	immediate vesting of all unvested Options.

7. Change In Control.

For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company’s Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, or (ii) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company.

8. Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession or by Executive notifying the Company that cash payment be made to an affiliated investment partnership in which Executive is a control person) or by Company, except that Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of Company, if such successor expressly agrees to assume the obligations of Company hereunder.

9. Indemnification. Executive shall be entitled to any indemnification available under the Company’s Certificate of Incorporation or By-laws, as amended and in effect from time to time.

10. General Provisions.

10.1 Modification: No Waiver. No modification, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed by all parties hereto. Failure of any party at any time to enforce any provisions of this Agreement or any rights or to exercise any elections hall in no way be considered to be a waiver of such provisions, rights or elections and shall in no way affect the validity of this Agreement. The exercise by any party of any of its rights or any of its elections under this Agreement shall not preclude or prejudice such party from exercising the same or any other right it may have under this Agreement irrespective of any previous action taken.

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10.2 Notices. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

China VTV Ltd.

393 Jaffe Road, Suite 17A

Wan Chai, Hong Kong

Attn: Tijin Song

Email:

If to Executive, to:

21515 Hawthorne Blvd., Ste. 690

Torrance, CA 90503

Attn: Bing Liu

Email: 

Or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

10.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

10.4 Further Assurances. Each party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement.

10.5 Severability. Should any one or more of the provisions of this Agreement or of any agreement entered into pursuant to this Agreement be determined to be illegal or unenforceable, then such illegal or unenforceable provision shall be modified by the proper court or arbitrator to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement and of each other agreement entered into pursuant to this Agreement shall be given effect separately from the provisions or portion thereof determined to be illegal or unenforceable and shall not be affected thereby.

10.6 Successors and Assigns. Executive may not assign this Agreement without the prior written consent of the Company. The Company may assign its rights without the written consent of the executive, so long as the Company or its assignee complies with the other material terms of this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, and the Executive’s rights under this Agreement shall inure to the benefit of and be binding upon his heirs and executors. The Company’s subsidiaries and controlled affiliates shall be express third party beneficiaries of this Agreement.

10.7 Entire Agreement. This Agreement supersedes all prior agreements and understandings between the parties, oral or written. No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced.

10.8 Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, and all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile with original signatures to follow.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.

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