Unassociated Document


    
      SUNITY
ONLINE ENTERTAINMENT LIMITED

      MANAGEMENT
AGREEMENT

          

      This
Management Agreement (the “Agreement”) is made and entered into as of March 12,
2010, by and between

      Party A:
Sunity Online Entertainment Limited, (the “Company”) a limited liability company
duly incorporated in Cayman island, and

      Party B:
a P.R.C citizen Simon Hong He (“the Management”).

          

      
        
          	
                  I. 

                	
                  SERVICES

                


        

      

      
        	
              	
                1.1
      

              	
                Party
      B is hereby appointed to be the Company’s
      Management, effective on April 1, 2010. Party B is hereby appointed to be
      the subsidiary of the Company’s
      management and the management of the controlled operation company,
      effective on March 1, 2010. (the subsidiary of the Company and the
      controlled operation company of the Company are collectively referred as
      “Group Companies” hereunder)

              


      

      
        	
              	
                1.2 
      

              	
                Party
      B agrees to perform such tasks as may be necessary to fulfil his
      obligations as the Chief Financial
      Officer of the Company and the Group Companies for so long
      as he is duly appointed or elected and qualified in accordance with the
      applicable provisions of the Articles of Association and Memorandum of
      Association of the Company or any Group Company and until such time as he
      resigns. Party B, in his capacity as Chief Financial Officer may at any
      time and for any reason resign or be removed from such position (subject
      to any other contractual obligation or other obligation imposed by
      operation of law), in which event the Company and the Group Company shall
      have no obligation under this Agreement with respect to Party B. Party
      B’s
      duties as Chief Financial Officer of the
      Company and the Group Company shall be mutually agreed to by Party B and
      the Company under separate cover.

              


      

      
        	
              	
                1.3 
      

              	
                Term. This
      Agreement shall terminate upon the “Expiration
      Date”,
      which shall be the earlier of the date on which Management ceases to be a
      member of the executive management of the Company and the Group Company
      for any reason, including death, resignation, removal, or failure to be
      elected by the stockholders of the Company, or the date of termination of
      this Agreement in accordance with Section 5.2
  hereof.

              


      

      


      
        	
                II. 

              	
                COMPENSATION

              


      

      
        	
              	
                2.1
      

              	
                Fees to
      Management. The Company agrees to pay Management a fee of RMB
      20,000 per month for Management Services in consideration for the service
      provided by Party B to the Company and the Group Company, payable pursuant
      to the usual and customary payroll practices of the
    Company.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                2.2

              	
                Options. The
      Company agrees to grant Party B an option to purchase 100,000 ordinary
      shares of the Company at an exercise price equal to the price per ordinary
      share offered to the public in connection with the Company’s
      initial public offering (the “Option”). This Option may be exercised, in
      whole or in part, in accordance with the following vesting schedule:
      twenty-five percent (25%) of the shares underlying the Option shall vest
      and become exercisable upon the closing of the Company’s
      initial public offering (the “Vesting Commencement Date”). An additional
      twenty-five percent (25%) of the shares underlying the Option shall vest
      on each successive anniversary of the Vesting Commencement Date until all
      shares underlying the Option have vested, so that all of the shares
      underlying the Option shall be vested and fully exercisable three (3)
      yeans from the Vesting Commencement Date, subject to your continued
      employment with me Company on the relevant vesting
  dates.

              


      

      


      
        	
                III. 

              	
                CONFIDENTIALITY
      AND NONDISCLOSURE

              


      

      
        	
              	
                3.1

              	
                Confidentiality.
      During the term of this Agreement, and for period of one (1) year after
      the Expiration Date, Party B shall maintain in strict confidence all
      information he has obtained from the Company and the Group Company during
      the term, which the Company and the Group Company has designated as
      “confidential” or which is by its nature confidential, relating to the
      Company’s
      business, operation, properties, assets, services, condition (financial or
      otherwise), liabilities, employee relations, customers (including customer
      usage statistics), suppliers, prospects, technology, or trade secrete,
      except to the extent such information (i) is in the public domain through
      no act or omission of the Company and the Group Company, (ii) is required
      to be disclosed by law or a valid order by a court or other governmental
      body, or (iii) is independently learned by Party B outside of this
      relationship as an officer of the Company and the Group Company (the
      “Confidential Information”).

              


      

      
        	
              	
                3.2

              	
                Nondisclosure and Nonuse Obligations. Party B will
      use me Confidential Information solely to perform his obligations for the
      benefit of the Company and the Group Company hereunder. Party B will
      not use the Confidential Information for his own benefit or the benefit of
      any other person or entity, except as may be specifically permitted in
      this Agreement Party B will immediately give notice to the Company of
      any unauthorized use or disclosure by or through him, or of which he
      becomes aware, of the Confidential Information. Party B agrees to assist
      the Company and the Group Company in remedying any such unauthorized use
      or disclosure of the Confidential
information.

              


      

      
        	
              	
                3.3

              	
                Return of Company Property. All materials
      furnished to Party B by the Company and the Group Company, are the sole
      and exclusive property of the Company and the Group Company. Party B
      agrees to promptly deliver the original and any copies of the property to
      the Company and the Group Company at any time upon request. Upon
      termination of this Agreement by either party for any reason, Party B
      agrees to promptly deliver to the Company and the Group Company the
      original and any copies of the company property. Party B agrees to certify
      in writing that he has so returned all such
  property.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                IV.

              	
                COVENANTS

              


      

      
        	
              	
                4.1

              	
                No Conflict of
      Interests. During the term of this Agreement, and for a period of
      one (1) year after the Expiration Date, Party B shall not be employed
      by, own manage, control or participate in the ownership, management,
      operation or control of any person, firm, partnership, corporation or
      unincorporated association or entity of any kind that is competitive with
      the Company and the Group Company or otherwise undertake any obligation
      inconsistent with the terms hereof. A business shall be deemed to be
      “competitive with the Company and the Group Company” for purpose of this
      Article IV only if and to the extent it engages in the business
      substantially similar to the Company’s
      business.

              


      

      
        	
              	
                4.2 
      

              	
                Non-interference with Business.
      During the term of this Agreement and for a period of one (1) year after
      the Expiration Date, Party B agrees not to interfere with the business of
      the Company and the Group Company in any manner. By way of example and not
      of limitation, Party B agrees not to solicit or induce any employee,
      independent contractor, customer or supplier of the Company and the Group
      Company to terminate or breach his, her or its employment contractual or
      other relationship with the Company and the Group
  Company.

              


      

      


      
        	
                V.

              	
                TERM AND
      TERMINATION

              


      

      
        	
              	
                5.1
      

              	
                Term. This Agreement is effective as of the date first
      written above and will continue until the Expiration
  Date.

              


      

      
        	
              	
                5.2 
      

              	
                Termination. Either party may
      terminate this Agreement at any time upon thirty (30) days prior written
      notice to the other party, or such shorter period as the parties may agree
      upon.

              


      

      
        	
              	
                5.3

              	
                Survival. The rights and
      obligations contained in the Articles III and IV will survive any
      termination or expiration of this
Agreement.

              


      

      


      
        	
                VI.

              	
                MISCELLANEOUS

              


      

      
        	
              	
                6.1

              	
                Assignment. Except as expressly
      permitted by this Agreement, neither party shall assign, delegate, or
      otherwise transfer any of its rights or obligation under this agreement
      without the prior written consent of the other party. Subject to the
      foregoing, this Agreement will be binding upon and inure to the benefit of
      the parties hereto and their respective heirs, legal representatives,
      successors and assigns.

              


      

      
        	
              	
                6.2

              	
                No Waiver. The failure of any
      party to insist upon the strict absence and performance of the terms of
      this Agreement shall not be deemed a waiver of other obligations
      hereunder, nor shall it be considered a future or continuing waiver of the
      same terms.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                6.3

              	
                Notices. Any notice required or
      permitted by this Agreement shall be in writing and shall be delivered as
      follows with notice deemed given as indicated: (i) by personal delivery
      when delivered personally; (ii) by overnight courier upon written
      verification of receipt; (iii) by facsimile transmission upon
      acknowledgment of receipt of electronic transmission; or (iv) by certified
      or registered mail, return receipt requested, upon verification of
      receipt. Notice shall be sent to the addresses set forth on the signature
      page of this Agreement or such other address as either party may specify
      in writing.

              


      

      
        	
              	
                6.4 
      

              	
                Governing Law. This Agreement
      shall be governed by and construed and enforced under the laws of the
      State of New York.

              


      

      
        	
              	
                6.5
      

              	
                Severability. Should any
      provisions of this Agreement be hereby a court of law to be illegal,
      invalid or unenforceable, the legality, validity and enforceability of the
      remaining provisions of this Agreement shall not be affected or impaired
      thereby.

              


      

      
        	
              	
                6.6

              	
                Entire
      Agreement. This Agreement constitutes the entire agreement between
      the parties relating to this subject matter and supersedes all prior or
      contemporaneous oral written agreements concerning such subject matter.
      The terms of this Agreement will govern all Management Services undertaken
      by Party B for the Company and the Group
  Company.

              


      

      
        	
              	
                6.7 
      

              	
                Amendments.
      This Agreement may only be amended, modified or changed by an agreement
      signed by the Company and Party B. The terms contained herein may not be
      altered, supplemented or interpreted by any course of dealing or
      practices.

              


      

      
        	
              	
                6.8

              	
                Counterparts. This Agreement may
      be executed in two counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument

              


      

      


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

      


      
        	
                Company:

              	
                Sunity
      Online Entertainment Limited

              
	 
      	 
      
	
                Representative:

              	/s/
      Fan Zhang 
	 
      	 
      
	
                Date:

              	
                March,
      12, 2010

              
	 
      	 
      
	
                Party
      B:

              	/s/ Simon Hong
      He  
	 
      	 
      
	
                Date:

              	
                March,
      12, 2010