Highly Confidential

JOINING AGREEMENT
Relating to Membership of Leadvisor Platform
 Table of Contents

1. Interpretation.......................................................................................................................1
1.1 Defined Terms.................................................................................................................1
1.2 Approved Form...............................................................................................................1
1.3 Headings..........................................................................................................................1
1.4 References to Regulations..............................................................................................1
2. Admission to Membership and Related Matters...............................................................2
2.1 Admission to Membership.............................................................................................2
2.2 Compliance with the Regulations..................................................................................2
2.3 Acknowledgements.........................................................................................................2
2.4 Compliance with Law.....................................................................................................2
2.5 Autonomy and Merger...................................................................................................3
2.6 Notification of Conflict...................................................................................................3
3. Conditions Precedent...........................................................................................................3
3.1 Conditions........................................................................................................................3
3.2 Satisfaction of Conditions..............................................................................................3
3.3 Non-satisfaction of Conditions.......................................................................................3
4. Representations and Warranties........................................................................................4
4.1 Ownership Interests........................................................................................................4
4.2 Existence and Power.......................................................................................................4
4.3 Enforceability..................................................................................................................4
4.4 Scope of Services.............................................................................................................4
4.5 Undisclosed Liabilities and Claims................................................................................4
4.6 Compliance with Law.....................................................................................................5
4.7 Full Disclosure.................................................................................................................5
4.8 Updating of Warranties..................................................................................................5
5. Remedies...............................................................................................................................5
6. Confidentiality......................................................................................................................5
7. Governing Law.....................................................................................................................6
8. Dispute Resolution...............................................................................................................6
9. Miscellaneous........................................................................................................................6
THIS JOINING AGREEMENT (the “Agreement”) is made on [date] by and between:

(1) [] (the “Joining Firm”); and

(2) Shanghai Leadvisor Cloud Journey Industry Co., Ltd., a limited liability company
duly incorporated and validly existing under the laws of the People’s Republic of China,
having its Unified Social Credit Code of 91310107MA7AJEN15C (the “Management
Company”).

WHEREAS,

(1) The Management Company is managing the Leadvisor Platform, and the Joining Firm
wishes to become a Member Firm of the Leadvisor Platform;

(2) The Management Company is willing to admit the Joining Firm as such a Member Firm.

IT IS AGREED as follows:

1. Interpretation

1.1 Defined Terms

In this Agreement, unless the context otherwise requires, the following words and
expressions have the meanings specified below, and the capitalized terms not defined
herein have the meanings specified in the Regulations:

“Conditions” means the conditions set out in Clause 3;

“Application Form” means the Proposed Member Firm Application Form prepared by
the Joining Firm and signed by it;

“Joining Date” means the date on which the Conditions are fulfilled;

“Parties” means the parties to this Agreement and “Party” means either of them;

“Regulations” means the Regulations of Leadvisor Platform in approved form adopted

pursuant to the Organizational Documents of the Management Company;

“Warranties” means the representations and warranties set out in Clause 4;

1.2 Approved Form

References to documents being “in approved form” shall mean documents in the form
signed or to be signed on behalf of the Management Company.

1.3 Headings

Headings used in this Agreement are for convenience of reference only. They are not part
of this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

1.4 References to Regulations

References to specific Regulations shall be taken to be references to the relevant

provisions of the Regulations, as from time to time amended, supplemented, modified,
replaced or renumbered. In relation to the period following Termination, the reference to
the Regulations is a reference to those Regulations as in force at the time of Termination.
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2. Admission to Membership and Related Matters

2.1 Admission to Membership

The Joining Firm hereby applies and agrees to become a Member Firm of the Leadvisor
Platform with effect from and including the Joining Date. The Management Company
hereby accepts this application and agrees to register the Joining Firm as a Member Firm
with effect from and including that date.

2.2 Compliance with the Regulations

The Joining Firm agrees, with effect from the Joining Date, to perform its obligations (of
whatever nature) under the Regulations as from time to time amended, supplemented,
modified or replaced in accordance with their terms or pursuant to applicable law. The
Joining Firm acknowledges that certain of those obligations will survive its Termination.

2.3 Acknowledgements

The Joining Firm acknowledges and agrees that:

2.3.1 the obligations on the part of Member Firms contained in the Regulations are
reasonable and appropriate, having regard to the purposes for which the
Leadvisor Platform has been formed, the benefits which the Joining Firm will
enjoy directly or indirectly in consequence of being a Member Firm and all other
circumstances and, in particular, without limitation that:

(a) the Leadvisor Platform has been established on the basis that each
Member Firm values the global co-operation and participation its
membership provides and by participating and fulfilling its role within
this global framework each Member Firm is contributing substantial
commercial value to the inter-relationship between the Member Firms;

(b) Termination by any Member Firm (the “Departing Member Firm”),

whether voluntary or involuntary, will give rise to pecuniary and other
loss and damage which is difficult to quantify, including disruption of
business with clients, increased difficulty in providing a global service to
clients generally, the likelihood of an increase in costs for the other
Member Firms generally and, in particular, increased costs for the
remaining Member Firms in connection with re-establishing a suitable
practice entity or entities in the Departing Member Firm’s local
jurisdiction (or the inability to establish such replacement relationships)
and the related decrease in revenues for all remaining Member Firms;
and

2.3.2 it will use all reasonable endeavours to pursue and promote the Objectives of the
Leadvisor Platform under the Regulations.

2.4 Compliance with Law

All actions required by the Regulations to be performed by the Joining Firm shall be
performed in conformity with all applicable Requirements of Law. The obligations on the
Joining Firm to perform such actions will not require any steps to be taken by the Joining
Firm or its Member Firm Partners which would result in it or them:

2.4.1 breaching, acting inconsistently with, or becoming incapable of complying with,

any Requirement of Law; or
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 2.4.2 ceasing to be authorized or licensed by a Governmental Authority, or not
qualifying for authorization or to be licensed, to carry on any material business of
such Person (or a material part thereof); or

2.4.3 ceasing to be a member of any regulatory body of which membership shall be

necessary for any material business of such Person (or a material part thereof); or

2.4.4 changing materially its legal form or structure.

2.5 Autonomy and Merger

Nothing in this Agreement, the Regulations or otherwise is intended to create, require, or

constitute, a merger or other legal combination or consolidation in any form of, or a
partnership among, all or any of the members of the Leadvisor Platform.

2.6 Notification of Conflict

If the Joining Firm believes at any time that the provisions of Clauses 2.4 or 2.5 apply so
that it is not required to fulfil an obligation to which it would otherwise have been subject
and which is of practical importance or is likely to become of practical importance within
the foreseeable future, the Joining Firm and the Management Company shall discuss the
situation in good faith and shall use their respective best efforts to resolve the conflict to
the mutual satisfaction of the Management Company and the Joining Firm.

3. Conditions Precedent

3.1 Conditions

The obligations of the Joining Firm and the Management Company under this Agreement
(other than the obligations set out in Clause 3.2 below) are conditional upon:

3.1.1 the Joining Firm entering into this Agreement [and ancillary agreements
concerning Leadvisor Logos, data protection, etc.] (unless otherwise agreed by
the Management Company);

3.1.2 delivery by the Joining Firm to the Management Company of copies of the
Organizational Documents of the Joining Firm, and such other documents as the
Management Company may require;

3.1.3 the Warranties being true and accurate as at the date of this Agreement and the
Joining Date, subject to exceptions disclosed by the Joining Firm and acceptable
to the Management Company (in its absolute discretion).

The Conditions set out in sub-paragraphs 3.1.1 to 3.1.3 may be waived by the
Management Company in its absolute discretion.

3.2 Satisfaction of Conditions

The Joining Firm and the Management Company shall use all reasonable endeavours to
secure the fulfilment of the Conditions at or as soon as is reasonably practicable after the
date hereof.

3.3 Non-satisfaction of Conditions

If the Conditions are not satisfied or waived within three (3) months of the date hereof,
this Agreement shall terminate and all rights and obligations of the Parties shall cease to
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 have effect immediately upon termination, except that such termination shall not affect

3.3.1 the accrued rights and obligations of any Party at the date of termination; or

3.3.2 the continued existence and validity of Clause 5 (Remedies), Clause 6

(Confidentiality), Clause 7 (Governing Law), Clause 8 (Dispute Resolution) and
Clause 9.5 (Notice).

4. Representations and Warranties

The Joining Firm represents and warrants to and agrees with the Management Company
that as at the date of this Agreement:

4.1 Ownership Interests

4.1.1 The information provided in the Application Form is accurate and complete.

4.1.2 No Person (other than any Member Firm Partner, or as specifically described in
paragraph [] of the Application Form) has any ownership or similar interest in the
Joining Firm or its businesses or assets or otherwise controls it.

4.2 Existence and Power

4.2.1 It is a legal entity established and validly existing in accordance with the relevant
laws of its place of registration, which has the power and ability to execute this
Agreement and fully perform each of its obligations under this Agreement and
the Regulations and any other obligations which may be imposed on the Joining
Firm pursuant to membership of the Leadvisor Platform, and has obtained all
necessary approvals, permits, licenses, consents, authorizations, registrations,
filings and other required authorizations in legitimate forms.

4.2.2 It has not participated and does not intend to participate in the same or similar
organizations, institutions or entities as the Leadvisor Platform, or enter into
arrangements with the aforementioned entities similar to this Agreement or the
Regulations.

4.2.3 The execution of this Agreement and the performance of the obligations under
this Agreement and the Regulations by the Joining Firm has not and will not:

(a) resulting in a breach of its Organizational Documents;

(b) resulting in a breach of any written or oral contract, obligation or
undertaking to which it is a party or by which it is bound;
(c) resulting in a breach of any applicable Requirements of Law.

4.3 Enforceability

Upon execution of this Agreement, it shall constitute a legal, valid and binding obligation
on the Joining Firm, enforceable against it in accordance with the terms hereof.

4.4 Scope of Services

It provides or offers to clients the services indicated in the Application Form and no other
services.

4.5 Undisclosed Liabilities and Claims

4.5.1 Neither the Joining Firm has any material liabilities, contingent liabilities, capital
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 commitments, any kind of claims, administrative penalties or any material risks
that have not been fully disclosed in writing to the Management Company, nor is
there any present or future litigation, action, judicial proceeding, trial,
investigation, complaint, charge, claim or demand (the “Actions”) which may
result in liabilities or contingent liabilities or obligations of any kind.

4.5.2 There are no Actions that are pending, or threatening or affecting the Joining
Firm in any respect; there are no court injunctions, judgments, orders or rulings
of any kind against the Joining Firm that have not been enforced or have not been
satisfied by the Joining Firm, or that involve the Joining Firm in any respect; and
the Joining Firm has not been charged, affected or under investigation for any
suspected violation of any applicable Requirements of Law.

4.6 Compliance with Law

The Joining Firm has complied with and is complying with all Requirements of Law
applicable to it in all respects, and has obtained all the approvals for the Joining Firm to
carry out its business in accordance with the applicable Requirements of Law, and such
approvals are currently in effect and have not been cancelled, suspended, revoked or
terminated, nor any notice of possible cancellation, suspension, revocation or termination
of such approvals has been received.

4.7 Full Disclosure

There is no material information that has not been disclosed in writing to the Management
Company, which if disclosed, might in the reasonable estimate of the Management
Company, affect the Management Company’s decision to admit the Joining Firm as a
Member Firm.

4.8 Updating of Warranties

If, after the signing of this Agreement and whether before or after the Joining Date, any
event shall occur or matter shall arise of which the Joining Firm becomes aware and
which results or may result in any of the Warranties being unfulfilled, untrue, misleading
or incorrect in any material respect on the Joining Date, the Joining Firm will notify the
Management Company in writing fully thereof within seven days of, or if prior to the
Joining Date immediately upon, the Joining Firm becoming aware of such event or matter
and the Joining Firm will make any investigation concerning the event or matter which
the Management Company may reasonably require.

5. Remedies

Without prejudice to any other rights or remedies which the Management Company may
have, the Joining Firm acknowledges and agrees that damages would not be an adequate
remedy for any breach by the Joining Firm of the provisions of this Agreement or the
Regulations and the Management Company shall be entitled to the remedies of injunction,
specific performance and other relief for any threatened or actual breach of any such
provision and no proof of special damages shall be necessary for the enforcement by the
Management Company of the obligations of the Joining Firm under this Agreement or the
Regulations.

6. Confidentiality

The terms and arrangements described in this Agreement, the Regulations are personal
and confidential to the Parties and the Joining Firm shall not disclose or permit the
disclosure of any of them to any other Person except the Management Company, the
professional advisors of the party making the disclosure or as required by any
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 Requirement of Law or as otherwise permitted by the Management Company. If the
Joining Firm asks the Management Company for permission to disclose to a
Governmental Authority any matter the disclosure of which is restricted by this Clause
Error: Reference source not found, and it is reasonable to conclude that a failure to do so
will result in a Material Adverse Effect on the Joining Firm, the Management Company
shall not unreasonably refuse to grant such permission or delay the granting of it.

7. Governing Law

The formation, validity, interpretation, performance and dispute resolution of this

Agreement shall be governed by the laws of Hong Kong, without regard to principles of
conflicts of law.

8. Dispute Resolution

8.1 All disputes arising from or in connection with this Agreement shall be settled through
friendly negotiation. If the Parties fail to settle the dispute through negotiation within
sixty (60) days after a Party proposes to negotiate, or if either Party is unwilling to settle
the dispute through negotiation, either Party shall have the right to submit the dispute to
Hong Kong International Arbitration Centre for arbitration in accordance with its
arbitration rules in effect at that time. The arbitration award is final and binding on both
Parties.

8.2 During the dispute arbitration, each Party shall continue to perform its obligations and
exercise its rights under this Agreement and the Regulations except for the rights and
obligations in dispute.

9. Miscellaneous

9.1 For matters not covered in this Agreement, the Parties shall otherwise enter into a
supplementary agreement through friendly negotiations, which shall constitute an integral
part hereof and have equal legal effect as this Agreement.

9.2 If any one or more of the provisions contained in this Agreement or the Regulations is
held to be invalid, illegal or unenforceable in any respect or in any jurisdiction, the
validity, legality and enforceability of the remaining provisions contained in this
Agreement or the Regulations, as the case may be, or in any other jurisdiction shall not in
any way be affected or impaired. The Parties shall endeavour, in good faith negotiations,
to agree to replace the invalid, illegal or unenforceable provisions with legal, valid and
enforceable provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provision.

9.3 The failure or delay of a Party to exercise/take any right or remedy hereunder shall not
constitute a waiver of such right or remedy, and the waiver of any right or remedy shall be
in writing. Any single exercise/taking or partial exercise/taking of any right or remedy
herein shall not exclude any other or further exercise/taking of such right or remedy or the
exercise/taking of any other right or remedy hereunder.

9.4 Without the prior written approval of the Management Company, neither this Agreement
nor any right, remedy, obligation or liability arising hereunder or by reason hereof may be
assigned or otherwise transferred by the Joining Firm and any such assignment or transfer
shall be void, and the Joining Firm shall not be released from its obligations arising under
or by reason of this Agreement (including, without limitation, obligations imposed by the
Regulations). Upon written notice to the Joining Firm, the Management Company shall be
entitled to assign all of its rights, remedies, obligations and liabilities arising hereunder or
by reason hereof to such entity, which, pursuant to the Regulations, shall replace the
Management Company to act the responsibilities, enjoy the rights and perform the
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 liabilities of the Management Company under the Regulations.

9.5 Regulation [] of the Regulations shall have effect as if set out in this Agreement in
relation to any notice, other communication, document or other information (including
process in any legal or arbitration action or proceedings) which either Party is obliged or
may desire to give, deliver or serve under or in connection with this Agreement. The
address and other details of the Joining Firm set out at the end of this Agreement are
hereby notified to the Management Company for the purposes of the Regulations and all
Related Agreements.

9.6 This Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute only one
contract. Delivery of an executed counterpart of a signature page by facsimile
transmission shall be effective as delivery of an executed counterpart of this Agreement.

(Signature Page follows)

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 (Signature Page of the Joining Agreement)

IN WITNESS whereof this Joining Agreement has been executed by the Parties on the date set
forth at the beginning hereof.

For and on behalf of Joining Firm For and on behalf of Shanghai Leadvisor Cloud
Journey Industry Co., Ltd.
Name of Firm:

Signature: Signature:
Name of Signatory: Name of Signatory:
Title: Title:

Contact details
Address:
Attention:
Telephone:
Facsimile:
e-mail address: