独家购买权合同

Exclusive Option Agreement

 

本独家购买权合同(下称“本合同”)由以下各方于2012年7月2日在中华人民共和国(下称“中国”)辽宁省鞍山市签订:

This Exclusive Option Agreement (this "Agreement")is executed by and among the following Parties as of July 2nd, in Anshan City, Liaoning Province, the People’sRepublic of China (“China” or the “PRC”):

 

**甲方:锦沃(上海)信息科技有限公司**

地址:上海市崇明县长江农场长江大街161号1幢1044室

**PartyA**: Jinwo (Shanghai) Information Technology Co., Ltd

Address:Shanghai Chongming No. 161 Changjiang Street Tower 1 Suite 1044

 

**乙方:	**

**张玲香**

身份证号码:350821199012213924

** **

**顾松**

身份证号码:210303198203160911

 

**PartyB:	**

** **

**ZhangLingxiang**

NationalIdentification Number: 350821199012213924

**GuSong**

NationalIdentification Number: 210303198203160911

 

(hereinaftercollectively referred to as “Party B” )

 

**丙方:****鞍山壹好科技发展有限公司**

地址:辽宁省鞍山市铁东区219路16号24层

**PartyC:   Anshan Easy Health Technology Development Co., Ltd**

** **

** **

 

在本合同中,甲方、乙方和丙方以下各称“一方”,合称“各方”。

Inthis Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shallbe collectively referred to as the "Parties".

 

**鉴于:**

**Whereas:**

 

1.甲方与丙方于2012年7月2日签订了《独家合作协议》,甲方向丙方提供管理咨询、员工培训等方面服务,并为丙方提供财务支持。

The Exclusive Business CooperationAgreement is made and entered into by and between Party A and Party C on the date of July 2nd, 2012. Party A will provideParty C with management consultation,staff training andother services,and provide finance assistances to PartyC by means allowed by applicable laws.

 

2.乙方合计持有丙方100%的股权权益,其中张玲香持有90%的股权权益;顾松持有10%的股权权益。

Party B holds 100% of the equityinterest in Party C, of which Lingxiang Zhang holds 90%, and Song Gu holds 10% respectively.

 

3.乙方同意授予甲方以最优惠的价格购买其股权的独家购买权,同时乙方中的各方均同意放弃对其他方股权的优先购买权。

Party B agrees to grant PartyA an exclusive right to purchase the equity interests in Party C then held by Party B at the best possible price. Each person inParty B agrees not to exercise the first right of refusal to purchase the equity interests to be transferred by other persons.

 

4. 丙方同意授予甲方以最优惠的价格购买其资产的独家购买权。

Party C agrees to grant PartyA an exclusive right to purchase the assets at the best possible price.

 

 

现各方协商一致,达成如下协议:

Now therefore, uponmutual discussion and negotiation, the Parties have reached the following agreement:

 

**Sale and Purchase of Equity Interestsand/or Assets**

 

1.1授予权利 

Option Granted

 

鉴于甲方向乙方支付了人民币100元作为对价,且乙方确认收到并认为该对价足够,乙方在此不可撤销地授予甲方在中国法律允许的前提下,按照甲方自行决定的行使步骤,并按照本合同第1.3条所述的价格,随时一次或多次从乙方购买或指定一人或多人(“被指定人”)从乙方购买其所持有的丙方的全部或部分股权的一项不可撤销的专有权(“股权购买权”)。除甲方和被指定人外,任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。

In consideration of the payment of RMB 100 by PartyA, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocableand exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interestsin Party C then held by Party B once or at multiple times at any time in part or in whole at Party A's sole and absolute discretionto the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the "Equity InterestsPurchase Option"). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest PurchaseOption or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the EquityInterests Purchase Option to Party A.

 

鉴于甲方向丙方支付了人民币100元作为对价,且丙方确认收到并认为该对价足够,丙方在此不可撤销地授予甲方在中国法律允许的前提下,按照甲方自行决定的行使步骤,并按照本合同第1.3条所述的价格,随时一次或多次从丙方购买或指定一人或多人(“被指定人”)从丙方购买其资产(包括但不限于固定资产、流动资产、知识产权、所持有的中国境内外公司的股权及丙方与其他方所签订的合同项下的受益权)的一项不可撤销的专有权(“资产购买权”)。除甲方和被指定人外,任何第三人均不得享有资产购买权或其他与丙方资产有关的权利。乙方特此同意丙方向甲方授予资产购买权。

 

 

In consideration of the payment of RMB 100 by PartyA, the receipt and adequacy of which is hereby acknowledged by Party C, Party C hereby irrevocably grants Party A an irrevocableand exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the asset of PartyC (including but not limited to fixed assets, current assets, intellectual property rights, ownership of equity interests in anyperson within or outside the PRC and the benefits under all contracts entered into by Party C once or at multiple times at anytime in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price describedin Section 1.3 herein (such right being the "Assets Purchase Option"). Except for Party A and the Designee(s), no otherperson shall be entitled to the Asset Purchase Option or other rights with respect to the assets of Party C. Party B hereby agreesto the grant by Party C of the Assets Purchase Option to Party A.

 

本款及本合同所规定的“人”指个人、公司、合伙、企业、信托

或其他非公司组织。

The term "person" asused herein shall refer to individuals, corporations, partnerships, enterprises, trusts or other non-corporate organizations.

 

1.2   行使步骤

Steps for Exercise of Purchase Option

 

甲方行使其购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时,应向乙方和/或丙方发出书面通知(“购买通知”),购买通知应载明以下事项:(a)甲方关于行使购买权的决定;(b)甲方拟从乙方和/或丙方购买的股权份额和/或资产(“被购买股权和/或资产”);和(c) 被购买股权和/或资产的购买日/转让日。

Subject to the provisions of the laws and regulationsof China, Party A may exercise the Purchase Option by issuing a written notice to Party B and/or Party C (the "Purchase OptionNotice"), specifying: (a) Party A's decision to exercise the Purchase Option; (b) the portion of equity interests to be purchasedfrom Party B and/or all or part of assets to be purchased from Party C ("Optioned Equity Interests and/or Assets"); and(c) the date for purchasing the Optioned Equity Interests and/or Assets, and the date for transfer of the Optioned Equity Interestsand/or Assets.

 

 

1.3  买价

Purchase Price

 

除非甲方行权时中国法律要求评估外,被购买股权和/或资产的买价(“买价”)应是法律允许的范围内甲方指定的价格。

Unless an appraisal is required by the laws of Chinaapplicable to the Equity Interests Purchase Option and/or Assets Purchase Option when exercised by Party A, the purchase priceof the Optioned Equity Interests and/or Assets (the "Purchase Price") shall equal the price designated by Party A tothe extent allowed by relevant laws and regulations.

 

    Transfer of Optioned Interests and/or Assets

 

     For each exercise of the Equity InterestPurchase Option:

 

向甲方和/或被指定人转让被购买股权的决议;

Party B shall cause Party C to promptly convene ashareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to PartyA and/or the Designee(s);

 

同意该转让并放弃优先购买权的书面声明。

Party B shall obtain written statements from theother shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waivingany right of first refusal related thereto.

 

购买通知的规定,为每次转让签订股权转让合同;

 

 

Party B shall execute a share transfer contract withrespect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of thisAgreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

 

The relevant Parties shall execute all other necessarycontracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfervalid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and causeParty A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section andthis Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stockoptions, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shallbe deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's SharePledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share PledgeAgreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equityinterests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business CorporationAgreement executed by and between Party C and Party A.

 

 

For each exercise of the Assets PurchaseOption:

 

Party B shall cause Party C to promptly convene ashareholders’ meeting, at which a resolution shall be adoptedapproving Party C's transfer of the Assets to Party A and/or the Designee(s)(whicheveris applicable);

 

Party C shall execute a asset transfer contract withrespect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of thisAgreement and the Purchase Option Notice regarding the Optioned Assets;

 

The relevant Parties shall execute all other necessarycontracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfervalid ownership of the Optioned Assets to Party A and/or the Designee(s), unencumbered by any security interests, and cause PartyA and/or the Designee(s) to become the registered owner(s) of the Optioned Assets. The "security interests" shall havethe meaning ascribed to it in 1.4.1.4.

 

 

Covenants

 

2.1有关丙方的承诺

Covenants regarding Party C

  

乙方(作为丙方的股东)和丙方在此承诺:

Party B (as the shareholders of Party C) and PartyC hereby covenant as follows:

 

Without the prior written consent of Party A, theyshall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease itsregistered capital, or change its structure of registered capital in other manners;

 

They shall maintain Party C's corporate existencein accordance with good financial and business standards and practices by prudently and effectively operating its business andhandling its affairs;

 

Without the prior written consent of Party A, theyshall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C orlegal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

 

Without the prior written consent of Party A, theyshall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course ofbusiness other than through loans; and (ii) debts disclosed to Party A and for which Party A's written consent has been obtained;

 

 

They shall always operate all of Party C's businessesduring the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affectParty C's operating status and asset value;

 

Without the prior written consent of Party A, theyshall not cause Party C to execute any material contract, except the contracts in the ordinary course of business (for purposeof this subsection, a contract with a value exceeding RMB1Million shall be deemed as a material contract);

 

Without the prior written consent of Party A, theyshall not cause Party C to provide any person with any loan or credit;

 

They shall provide Party A with information on PartyC's business operations and financial conditions at Party A's request;

 

If requested by Party A, they shall procure and maintaininsurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type ofcoverage typical for companies that operate similar businesses;

 

  

Without the prior written consent of Party A, theyshall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

 

They shall immediately notify Party A of the occurrenceor possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;

 

To maintain the ownership by Party C of all of itsassets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessaryor appropriate complaints or raise necessary and appropriate defenses against all claims;

 

Without the prior written consent of Party A, theyshall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's writtenrequest, Party C shall immediately distribute all distributable profits to its shareholders; and

 

At the request of Party A, they shall appoint anypersons designated by Party A as directors of Party C.

 

Covenants of Party B

 

乙方承诺:

Party B hereby covenants as follows:

 

 

Without the prior written consent of Party A, PartyB shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interestsin Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equityinterests in accordance with Party B's Share Pledge Agreement;

 

Party B shall cause the shareholders' meeting and/orthe board of directors of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal orbeneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest,without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B'sShare Pledge Agreement;

 

合,或对任何人进行收购或投资,乙方将促成丙方股东会或董事

会不予批准;

Party B shall cause the shareholders' meeting orthe board of directors of Party C not to approve the merger or consolidation with any person, or the acquisition of or investmentin any person, without the prior written consent of Party A;

 

  

Party B shall immediately notify Party A of theoccurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interestsin Party C held by Party B;

 

Party B shall cause the shareholders' meeting orthe board of directors of Party C to vote their approval of the transfer of the Optioned Interests and/or Assets as set forth inthis Agreement and to take any and all other actions that may be requested by Party A;

 

To the extent necessary to maintain Party B's ownershipin Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file allnecessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

 

Party B shall appoint any designee of Party A asdirector of Party C, at the request of Party A;

 

At the request of Party A at any time, Party B shallpromptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity InterestPurchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer bythe other existing shareholder of Party C (if any); and

 

 

Party B shall strictly abide by the provisions ofthis Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligationshereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Tothe extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or underthe Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shallnot exercise such rights except in accordance with the written instructions of Party A.

 

Representations and Warranties

 

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下:

Party B and Party C hereby represent and warrantto Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

 

They have the authority to execute and deliver thisAgreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder(each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. PartyB and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exerciseof the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or willconstitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

 

 

 

The execution and delivery of this Agreement orany Transfer Contracts and the performance of the obligations under this Agreement or any Transfer Contracts shall not: (i) causeany violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizationaldocuments of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are bindingon them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv)cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either ofthem; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued toeither of them;

 

Party B has a good and merchantable title to theequity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security intereston such equity interests;

 

Party C has a good and merchantable title to allof its assets, and has not placed any security interest on the aforementioned assets;

 

 

Party C does not have any outstanding debts, exceptfor (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consenthas been obtained.

 

Party C has complied with all laws and regulationsof China applicable to asset acquisitions; and

 

There is no pending or threatened litigation, arbitrationor administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

 

Effective Date

 

本合同于各方签署本合同之日生效,有效期30年,经甲方选择可再延长。

This Agreement shall become effective upon the datehereof, and remain effective for a term of 30 years, and may be renewed at Party A's election.

 

Governing Law and Resolution of Disputes

 

5.1	适用法律

Governing law

 

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项,将适用国际法律原则和惯例。

The execution, effectiveness, construction, performance,amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally publishedand publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governedby international legal principles and practices.

 

 

5.2	  争议的解决方法

Methods of Resolution of Disputes

 

因解释和履行本合同而发生的任何争议,本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决,则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会,由该会按照其仲裁规则仲裁解决。仲裁应在北京进行,使用之语言为中文。仲裁裁决是终局性的,对各方均有约束力。

In the event of any dispute with respect to theconstruction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In theevent the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties forresolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economicand Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conductedin Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

 

Taxes and Fees

 

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。

Each Party shall pay any and all transfer and registrationtax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparationand execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated underthis Agreement and the Transfer Contracts.

 

 

Notices

 

All notices and other communications required orpermitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, bya commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy ofeach notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determinedas follows:

 

Notices given by personal delivery, by courier serviceor by registered mail, postage prepaid, shall be deemed effectively given on the date of arrival or refusal at the address specifiedfor notices.

 

Notices given by facsimile transmission shall bedeemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 

Any Party may at any time change its address fornotices by a notice delivered to the other Parties in accordance with the terms hereof.

 

  

Confidentiality

 

各方承认及确定有关本协议、本协议内容,以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密,而在未得到另一方书面同意前,不得向任何第三者披露任何保密信息,惟下列信息除外:(a)公众人士知悉或将会知悉的任何信息(惟并非由接受保密信息之一方擅自向公众披露);(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息;或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息,而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密,需依本协议承担违约责任。无论本协议以任何理由终止,惟本条款仍然生效。

The Parties acknowledge that the existence and theterms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation andperformance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidentialinformation, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential informationto any third parties, except for the information that: (a) is or will be in the public domain (other than through the receivingParty’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations,rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by anyParty to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, providedthat such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similarto those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Partyshall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of thisAgreement. This Section shall survive the termination of this Agreement for any reason.

 

Further Warranties

 

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件,以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。

The Parties agree to promptly execute documentsthat are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and takefurther actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of thisAgreement.

 

 

Miscellaneous

 

Amendment, change and supplement

 

对本合同作出修订、修改与补充,必须经每一方签署书面协议。

Any amendment, change and supplement to this Agreementshall require the execution of a written agreement by all of the Parties.

 

Entire agreement

 

除了在本合同签署后所作出的书面修订、补充或修改以外,本合同构成本合同各方就本合同标的物所达成的完整合同,取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。

Except for the amendments, supplements or changesin writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by andamong the Parties hereto with respect to the subject matter hereof, and shall take the place of all prior oral and written consultations,representations and contracts reached with respect to the subject matter of this Agreement.

 

Headings

 

本合同的标题仅为方便阅读而设,不应被用来解释、说明或在其他方面影响本合同各项规定的含义。

The headings of this Agreement are for convenienceonly, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

 

 

10.4 语言

 

Language

 

本合同以中文和英文书就,一式四份,甲丙双方各持一份,乙方每人各执一份,具有同等效力;中英文版本如有冲突,应以中文版为准。

This Agreement is written in both Chinese and Englishlanguage in four copies. Each of Party A and Party C has one copy. Each of Party B has one copy. Each copy has equal legal validity;in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 

10.5 可分割性

Severability

 

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行,本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商,争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定,而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisionsof this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, thevalidity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in anyrespect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisionsthat accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

 

10.6继任者

Successors

 

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。

This Agreement shall be binding on and shall inureto the interest of the respective successors of the Parties and the permitted assigns of such Parties.

 

 

10.7 继续有效

Survival

 

Any obligations that occur orthat are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expirationor early termination thereof.

 

10.7.2 本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。

The provisions of Sections 5, 7, 8 and this Section10.8 shall survive the termination of this Agreement.

 

10.8 弃权

Waivers

 

任何一方可以对本合同的条款和条件作出弃权,但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。

Any Party may waive the terms and conditions of thisAgreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver byany Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respectto any similar breach in other circumstances.

 

10.9 补偿

Indemnification

 

10.9.1各方同意并确认,如任一公司现有股东(以下称“违约方”)实质性地违

反本合同项下所作的任何一项约定,或实质性地未履行本合同项下的任何一项义务,即构成本合同项下的违约(以下称“违约”),甲方有权要求违约方在合理期限内补正或采取补救措施。如违约方在合理期限内或在甲方书面通知违约方并提出补正要求后十(10)天内仍未补正或采取补救措施的,则甲方有权自行决定选择以下的任一种违约救济方式:(1)终止本协议,并要求违约方给予全部的损害赔偿;(2)要求强制履行违约方在本协议项下的义务,并要求违约方给予全部的损害赔偿;或者(3)按照股权质押协议的约定以质押股权折价,拍卖或者变卖,并以折价、拍卖或者变卖的价款优先受偿,并要求违约方承担由此造成的全部损失。

 

 

Each Party agrees and acknowledges that any materialbreach or material non-performance of any section by a shareholder of the Company (the “Breaching Party”) under thisAgreement shall constitute a breach of contract under this Agreement (the “Breach”), and Party A shall be entitledto request the Breaching Party to cure such Breach or adopt remedial steps within reasonable period. In the event the BreachingParty fails to cure or to adopt remedial steps within the reasonable period or within ten (10) days after written notice of Breachto the Breaching Party by Party A, then Party A shall be entitled to exercise any of the following remedial methods: (i) to terminatethis Agreement and request all liquidated damages; or (ii) to enforce the Breaching Party to perform his obligations under thisAgreement and request all liquidated damages as well; or (iii) to convert, auction or sell the pledged equity interests in accordancewith the share pledge agreement, and to be compensated on a preferential basis with the conversion, auction or sales price of thepledged equity interests, in addition to requesting the Breaching Party to bear liquidated damages in connection with the Breach.

 

Both Parties agree and acknowledge that under nocircumstances shall the shareholders of the Company be entitled to terminate this Agreement by any reasons.

 

Any right and remedy under this Agreement is cumulativeand shall not restrict other rights and remedies under the law.

 

Notwithstanding other provisions under this Agreement,this Section shall survive the suspension or termination of this Agreement.

 

 

有鉴于此,双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效,以昭信守。

IN WITNESS WHEREOF, the Parties have caused theirauthorized representatives to execute this Exclusive Option Agreement as of the date first above written.

** **

**甲方:****锦沃(上海)信息科技有限公司**

**Party A:****Jinwo(Shanghai) Information Technology Co., Ltd**

签署(公章)

By (seal):   ____________________

 

公司授权代表或法定代表人(签字)

(Thesignature of The Representative): /s/ Dong Wei

 

**乙方:张玲香**

**Party B: Lingxiang Zhang**

签署(签字):

By (signature): 	/s/ Lingxiang Zhang

 

**顾松**

**Gu Song**

签署(签字):

By (signature): 	/s/ Gu Song

 

 

**丙方:	鞍山壹好科技发展有限公司**

PartyC: 	

**AnshanEasy Health Technology Development Co., Ltd**

签署(公章)

By (seal): 	/s/ Gu Song

 

公司授权代表或法定代表人(签字)

(Thesignature of The Representative): ____________________