Unassociated Document


    
      EXCLUSIVE
PURCHASE OPTION AGREEMENT

      


      THIS EXCLUSIVE PURCHASE OPTION
AGREEMENT (this “Agreement”) is entered into on this April 1 2010 between:

      


      
        	
                (1)

              	
                Beijing Yangguang Jiaze Network Technology Co.,
      Ltd., with its registered office at Room 702, Block C,
      International Finance Center, West Third Ring, Beijing, China (“Party
      A”)

              


      

      


      
        	
                (2)

              	
                Zhang Fan, holder of the PRC Identity
      Card No. 610103197209193692, with residence at No.41, Daxue Donglu, Beilin
      Qu, Xian Shi, Shanxi, China;

              


      

      


      Cao Ping, holder of the PRC Identity Card No.
610103195504173222, with residence at No.13, 5 Ceng, Unit1, Building7, 3546
Gongchang, Xinwen Xiang, Beiln Qu, Xian Shi, Shanxi, China;

      


      Gao Qinghong, holder of the PRC Identity Card
No. 420106197310014867, with residence at No. 99601, Rencai Fuwu Zhongxin No.29
Yi, Suzhou Jie, Haidian, Beijing, China;

      


      Jiang Yu, holder of the PRC Identity Card No.
350403196604211043, with residence at Room 302, Building 70, Dongan Xincun,
Meilie Qu, Sanming Shi, Fujian, China;

      


      Li Yurong, holder of the PRC Identity Card No.
310110194712296225, with Residence at: Room 405, No.11, Lane 542, Qingyuan Huan
Road, Yangpu District, Shanghai, China;

      


      Lin Xianzhen, holder of the PRC Identity Card
No. 350321197403276416, with residence at Room 307, 99 Zhuang, Chonggui Xincun,
Meilie Qu, Sanming Shi, Fujian, China;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Liu Lingtang, holder of the PRC Identity Card
No. 350321197403276416, with residence at No. 16, Unit2, Building9, yanguang Li,
Penghu Qu, Xian Shi, Shanxi, China:

      


      Ni Bin, holder of the PRC Identity Card No.
350321197403276416, with residence at Room602, No.2, 588 Nong, Liuying Lu,
Zhabei Qu, Shanghai, China:

      


      Shi Wentao, holder of the PRC Identity Card No.
610103197912200436, with residence at No.4m 13 Ceng, Building 1, No.8 Yuan,
Taibai Nanlu, Yanta Qu, Xian Shi, Shanxi, China:

      


      Tian Xianlu, holder of the PRC Identity Card
No. 5102031957083110817, with residence at No.Fu 54, No.9 Ganghua Cun, Dadukou
Qu, Chongqing, China;

      


      Wang Ping, holder of the PRC Identity Card No.
210102195110211221, with residence at Room1-5-4, No.19, Shengli Beijie, Heping
Qu, Shenyang Shi, Liaoning, China:

      


      Wei Jianhua, holder of the PRC Identity Card
No. 210102195110211221, with residence at Room10, No.132, Xinyang Xilu, Xicheng
Banshichu, Jieshou Shi, Anhui, China:

      


      Xu Li, holder of the PRC Identity Card No.
430305197405191520, with residence at Building 612, No.113, Bagua Erlu, Futian
Qu, Shenzhen Shi, Guangdong, China:

      


      Yang Peiying, holder of the PRC Identity Card
No. 610103195603060442, with residence at No.5, 3Ceng, Unit3, No.3, Zhongliu
Xiang, Beilin Qu, Xian Shi, Shanxi, China; (Each of the three individuals above
are collectively regarded as “Party B”)

      


      Each of
Party A and Party B is individually referred to herein as a “Party”, and
collectively as the “Parties”.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      RECITALS:

      


      
        	
                1.

              	
                Party B
      is a shareholder of Sunity Information Technology (Beijing) Co., Ltd.
      (“the Company”), holding 100% of the equity interests in the
      Company;

              


      

      


      
        	
                2.

              	
                Party B
      grants to Party A the exclusive purchase option to acquire, at any time
      upon satisfaction of the requirements under the laws of the People’s
      Republic of China (“PRC Law”), the entire or a portion of the Company’s
      share equity owned by Party B.

              


      

      


      NOW AND THEREFORE, in
consideration of the mutual covenants and agreements contained in this
Agreement, the Parties hereby agree as follows:

      


      
        	
                1.

              	
                THE GRANT AND EXERCISE
      OF PURCHASE OPTION

              


      

      


      
        	
                1.1.

              	
                The
      Parties agree that Party A shall be granted an exclusive purchase option
      (“Option”) to acquire, at any time, the entire or a portion of the
      Company’s share equity owned by Party B to the extent permitted by the PRC
      Law. The Option granted hereby shall be irrevocable during the term of
      this Agreement and may be exercised by Party A or any eligible entity
      designated by Party A.

              


      

      


      
        	
                1.2.

              	
                If
      PRC Law at the time of exercising the Option restricts the maximum
      percentage of share equity of the Company that can be purchased by Party
      A, Party A (or any eligible entity designated by Party A) has the right to
      exercise the Option in part to purchase up to the maximum percentage of
      the share equity of the Company permitted to be held under PRC Law.
      Party A Shall have the right to exercise the balance of the Option
      when and to the extent PRC Law allows and the Option shall continue to
      exist until the entire share equity of the Company is purchased by, and
      all rights under the share equity are transferred fully to, Party A or its
      designated entity.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                1.3.

              	
                Party
      A, by delivering a written notice to Party B (the “Exercise Notice”), may
      by itself or designate an eligible entity in writing to exercise the
      Option.

              


      

      


      
        	
                1.4.

              	
                Within
      thirty (30) days of receipt of the Exercise Notice, Party B shall execute
      a share transfer contract and other documents (collectively, the “Transfer
      Documents”) necessary to effect the transfer of share equity to Party A
      (or any eligible party designated  by Party
  A).

              


      

      


      
        	
                1.5.

              	
                Upon
      the exercise of the Option in whole or in part. Party B and the Company
      shall unconditionally assist Party A or its designee to obtain all
      approvals, permits, registrations, filings and other procedures necessary
      to effect the transfer of relevant share
equity.

              


      

      


      
        	
                II.

              	
                REPRESENTATIONS AND
      WARRANTIES

              


      

      


      Each
Party hereto represents to the other Parties that:

      


      
        	
                2.1.

              	
                It
      has all the necessary rights, powers and authorizations to enter into this
      Agreement and perform its duties and obligations hereunder:
      and

              


      

      


      
        	
                2.2.

              	
                The
      execution or performance of this Agreement shall not violate any
      significant contract or agreement to which it is a party to or by which it
      or its assets are bounded.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                III.

              	
                EXERCISE
      PRICE

              


      

      


      
        	
                3.1

              	
                The
      price for the acquisition of all of the equity in the Company upon
      exercise of the Option shall be the lower one of (i) RMB 500,000, and (ii)
      the net assets value of the Company. In case the lowest price permitted by
      PRC Law to be determined at the time of exercise is higher than the lower
      price of the above (i) and (ii), then the purchase price shall be the
      lowest price permitted by PRC Law.

              


      

      


      
        	
                3.2

              	
                If
      Party A (or any eligible party designated by Party A) elects to purchase a
      portion of the Company’s share equity, the exercise price for such partial
      exercise of the Option shall be a pro rata portion of the total price
      calculated in accordance with Article
3.1.

              


      

      


      
        	
                IV.

              	
                COVENANTS

              


      

      


      The Parties further agree as
follows:

      


      
        	
                4.1.

              	
                Before
      Party A has acquired all the equity of the Company by exercising the
      Option. Party B shall not individually or collectively (with obtaining
      prior written consent of Party A):

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Increase
      or decrease the registration capital and /or total investment of the
      Company; permit the company to sell, transfer, pledge or dispose the
      Company’s assets or any equity interest relevant to the Company’s revenue,
      or create any encumbrance based on the equity and /or assets (unless such
      sales, transfers, pledges, punishments or guarantees have been disclosed
      to Party A and written consent has been
  obtained);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Cause
      the Company’s board of directors and/or shareholders’ meeting to adopt any
      resolution on distributing dividends to its
  shareholders;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Terminate,
      liquidate or dissolve the Company.

              


      

      


      
        	
                4.2.

              	
                If
      Party B ceases to be a shareholder of the Company upon the prior written
      consent of Party A or due to the requirements under mandatory laws. Party
      B shall cause its respective successor(s) to undertake in writing to
      continue to fulfill the rights and obligations provided
      hereunder.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                V.

              	
                EVENTS OF
      DEFAULT

              


      

      


      Any
breach of any provision hereof, incomplete performance of any obligation
provided hereunder, any misrepresentation made hereunder or omission of any
material fact or failure to perform any covenants provided hereunder by any
Party shall constitute an event of default. The defaulting Party shall assume
all the legal liabilities pursuant to the PRC Laws.

      


      
        	
                VI.

              	
                APPLICABLE LAW AND
      DISPUTE RESOLUTION

              


      

      


      
        	
                6.1.

              	
                The
      execution, validity, interpretation and implementation of this Agreement
      shall be governed by PRC Law.

              


      

      


      
        	
                6.2.

              	
                If
      a dispute arises in connection with the interpretation of implementation
      of this Agreement, the Parties shall attempt in the first instance to
      resolve any such dispute through friendly consultations among themselves
      and/or mediation by a natural third party. If the dispute cannot be
      resolved in the aforementioned manner within thirty (30) days after the
      commencement of discussions, any Party may submit the dispute to
      arbitration.

              


      

      


      
        	
                6.3.

              	
                Any
      dispute arising in connection with this Agreement shall be submitted to
      the China international Economic and Trade Arbitration Commission
      (“CIETAC”) and should be resolved in accordance with the Arbitration Rules
      of CIETAC.

              


      

      


      
        	
                VII.

              	
                EFFECTIVENESS

              


      

      


      
        	
                7.1.

              	
                This
      Agreement shall be effective upon the execution hereof by all Parties
      hereto and shall remain effective
thereafter.

              


      

      


      
        	
                7.2.

              	
                This
      Agreement may not be terminated without the unanimous consent of all
      Parties with the exception that Party A may, by thirty (30) days prior
      written notice to Party B terminate this
  Agreement.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                VIII.

              	
                MISCELLEANEOUS

              


      

      


      
        	
                9.1

              	
                Failure
      or delay on the party of either Party to exercise any right under this
      Agreement shall not be deemed as a waiver
  thereof.

              


      

      


      
        	
                9.2

              	
                The
      provisions of this Agreement may not be waived, modified or amended except
      by an instrument in writing signed by the Parties (which instrument shall
      be attached as an Appendix hereto).

              


      

      


      
        	
                9.3

              	
                The
      invalidity of any provision of this Agreement shall not affect the
      validity of any other provision of this Agreement which is unrelated to
      that provision.

              


      

      


      
        	
                9.4

              	
                The
      parties and their successors and assignees (if any) are all obligated by
      this Agreement.

              


      

      


      
        	
                9.5

              	
                This
      Agreement is executed in two (2) originals in English and Chinese, with
      each Party holding one (1) set of originals. In the event of any conflict
      between the English and Chinese versions, the Chinese version shall
      prevail.

              


      

      


      It is
hereby certified that the Parties sign this agreement at the date
above.

      


      (Rest of
this page shall be left blank; execution page is on the following
page)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE
PARTIES HERETO have executed or caused this Agreement to be executed by their
duly authorized representatives as of the date first indicated
above.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        Party
      A:

                                                                      	
                                                                        Beijing
      Yangguang Jiaze Network Technology Co., Ltd.,

                                                                      
	 
      	 
      
	
                                                                        /s/ Fan Zhang

                                                                      	 
      
	
                                                                        Authorized
      representative

                                                                      
	
                                                                        Date:

                                                                      	
                                                                        April
      1, 2010

                                                                      
	 
      	 
      
	
                                                                        Party
      B:

                                                                      	 
      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Zhang
      Fan,

                                	
                                  /s/ Zhang Fan  

                                	 
      
	 
      	 
      	 
      
	
                                  Cao
      Ping,

                                	
                                  /s/ Cao Ping 

                                	 
      
	 
      	 
      	 
      
	
                                  Gao
      Qinghung,

                                	
                                  /s/ Gao
      Qinghung   

                                	 
      
	 
      	 
      	 
      
	
                                  Jiang
      Yu,

                                	
                                  /s/ Jiang Yu  

                                	 
      
	 
      	 
      	 
      
	
                                  Li
      Yurong,

                                	
                                  /s/ Li Yurong  

                                	 
      
	 
      	 
      	 
      
	
                                  Lin
      Xianzhen,

                                	
                                  /s/ Lin
Xianzhen  

                                	 
      
	 
      	 
      	 
      
	
                                  Liu
      Lingtang,

                                	
                                  /s/ Liu
Lingtang  

                                	 
      
	 
      	 
      	 
      
	
                                  Ni
      Bin,

                                	
                                  /s/ Ni Bin  

                                	 
      
	 
      	 
      	 
      
	
                                  Shi
      Wentao,

                                	
                                  /s/ Shi Wentao  

                                	 
      
	 
      	 
      	 
      
	
                                  Tian
      Xianlu,

                                	
                                  /s/ Tian Xianlu  

                                	 
      
	 
      	 
      	 
      
	
                                  Wang
      Ping,

                                	
                                  /s/ Wang Ping 

                                	 
      
	 
      	 
      	 
      
	
                                  Wei
      Jianhua,

                                	
                                  /s/ Wei Jianhua  

                                	 
      
	 
      	 
      	 
      
	
                                  Xu
      Li,

                                	
                                  /s/ Xu Li  

                                	 
      
	 
      	 
      	 
      
	
                                  Yang
      Peiying,

                                	
                                  /s/ Yang
Peiying