Amended and Restated Equity Option Agreement, dated as of August 16, 2010



  
 Exhibit 10.15 

 
  
 AMENDED AND RESTATED 
 EQUITY OPTION AGREEMENT 

This Amended and Restated Equity Option Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China
(“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated August 16, 2010, by and among the following parties:

  

	(1)	1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (“1Verge Internet”) 


 

	(2)	QIN Qiong, a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 1602, Tower 3, Palm Tree International Apartment, 8 South
Chaoyang Park Road, Beijing 100026, PRC 

  

	(3)	LIU Dele, a PRC citizen whose PRC identification number is 310101196805284437 and whose residential address is, 1701 Tower D, Sunz Garden, 98 Jianguo Road, Beijing , PRC


 (Each of QIN Qiong and LIU Dele is hereinafter referred to as a “Grantor” and collectively the
“Grantors”) 
 WHEREAS: 
  

	A.	1Verge Internet is a wholly foreign-owned enterprise, duly established and registered in Beijing under the laws of the PRC. 


 

	B.	The Grantors together hold 100% of the registered capital of 1Verge Information Technology (Beijing) Co., Ltd. (“Beijing 1Verge Infotech”), a limited liability
company, with a registered capital of RMB 20,000,000. (the “Equity Interests”), of which QIN Qiong and LIU Dele hold 80% and 20%, respectively. 


 

	C.	The Grantors entered into an Amended and Restated Loan Agreement on August 16, 2010 (the “Loan Agreement”), pursuant to which 1Verge Internet
extended loans in an aggregate amount of RMB 16,000,000 to QIN Qiong and RMB 4,000,000 to LIU Dele respectively (collectively, the “Loans”). 


 

	D.	Each of the Grantors has agreed to grant exclusively to 1Verge Internet an option to acquire the Equity Interests that have been registered in his/her name, subject to the terms
and conditions set forth below. The Grantors entered into two Share Option Agreements with 1Verge Internet with respect to the grant of the option to acquire Equity Interest to 1Verge Internet before the date of this Agreement (collectively, the
“Previous Option Agreements”), which were in form and substance similar to this Agreement. The Grantors and 1Verge Internet have strictly complied with all stipulations under the Previous Option Agreements. The Grantors and 1Verge
Internet believe it in the best interest of all parties to amend and restate the Previous Option Agreements. 


  
  

							
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 THEREFORE, Through Friendly
Negotiation In The Principle Of Equality And Common Interest, The Parties Agree As Follows: 
 SECTION 1: GRANT OF THE OPTION

  

	1.1	Grant of Option 

 Each of the Grantors hereby grants
to 1Verge Internet an option (each an “Option” and collectively the “Options”) to acquire their respective Equity Interests at the price equivalent to the lowest price then permitted by PRC laws, and 1Verge Internet
shall make payment of such price by cancelling all or a portion of the Loans. Each of the Options shall become vested as of the date of this Agreement. 
  

	1.2	Term 

 This Agreement shall take effect as of the
Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the Equity Interests have been acquired by 1Verge Internet directly or through its designated representative (individual or legal
person); or (2) the unilateral termination by 1Verge Internet (at its sole and absolute discretion), by giving 30 days prior written notice to the Grantors of its intention to terminate this Agreement. 

 

	1.3	Consideration of Options 

 The Grantors acknowledge
that 1Verge Internet’s provision of the Loans to the Grantors is deemed to be the consideration for the grant of the Options, the sufficiency and payment of which have been acknowledged and recognized. 

 

	1.4	EFFECTIVE DATE 

 This Agreement shall be effective
upon its being signed by the parties hereunder (“Effective Date”). 
 SECTION 2: EXERCISE OF THE OPTION AND ITS CLOSING

  

	2.1	Timing of Exercise 

  

	 	2.1.1	Each of the Grantors agrees that 1Verge Internet in its sole discretion may at any time, and from time to time after the date hereof, exercise the Option granted by such Grantor,
in whole or in part, to acquire all or any portion of their respective Equity Interests. 


  
  

							
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	 	2.1.2	For the avoidance of doubt, each of the Grantors hereby agrees that 1Verge Internet shall be entitled to exercise the Option granted by such Grantor for an unlimited number of
times, until all of his/her Equity Interests have been acquired by 1Verge Internet. 

  

	 	2.1.3	Each of the Grantors agrees that 1Verge Internet may designate in its sole discretion any third party to exercise the Option granted by such Grantor on its behalf, in which case
1Verge Internet shall provide written notice to such Grantor at the time the Option granted by such Grantor is exercised. 

  

	2.2	Transfer 

 Each of the Grantors agrees that the
Option grant by such Grantor shall be freely transferable, in whole or in part, by 1Verge Internet to any third party, and that, upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as
if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of 1Verge Internet hereunder. 
  

	2.3	Notice Requirement 

  

	 	2.3.1	To exercise an Option, 1Verge Internet shall send a written notice to the relevant Grantor, and such Option is to be exercised by no later than ten (10) days prior to each
Closing Date (as defined below), specifying therein: 

  

	 	2.3.1.1	The date of the effective closing of such acquisition (a “Closing Date”); 


 

	 	2.3.1.2	the name of the person in which the Equity Interests shall be registered; 

  

	 	2.3.1.3	the amount of Equity Interests to be acquired from such Grantor; 

  

	 	2.3.1.4	the type of payment; and 

  

	 	2.3.1.5	a letter of authorization, where a third party has been designated to exercise the Option. 


 

	 	2.3.2	For the avoidance of doubt, it is expressly agreed among the parties that 1Verge Internet shall have the right to exercise the Options and elect to register the Equity Interests
in the name of another person as it may designates from time to time. 


  
  

							
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	2.4	Closing 

 On each Closing Date, 1Verge Internet shall
make payment by cancelling all or a portion of the Loans payable by such Grantor to 1Verge Internet, in the same proportion that 1Verge Internet or its designated party acquires the Equity Interest held by such Grantor. 

SECTION 3: COMPLETION 
  

	3.1	Capital Contribution Transfer Agreement 


Concurrently with the execution and delivery of this Agreement, and from time to time upon the request of 1Verge Internet, each of the Grantors
shall execute and deliver one or more capital contribution transfer agreements, each in the form and content substantially satisfactory to 1Verge Internet (each a “Transfer Agreement”), together with any other documents necessary to
give effect to the transfer to 1Verge Internet or its designated party of all or any part of the Equity Interests upon an exercise of the Option by 1Verge Internet (the “Ancillary Documents”). Each Transfer Agreement and the
Ancillary Documents are to be kept in 1Verge Internet’s possession. 
 Each of the Grantors hereby agrees and authorizes 1Verge
Internet to complete, execute and submit to the relevant company registrar any and all Transfer Agreements and the Ancillary Documents to give effect to the transfer of all or any part of the Equity Interests upon an exercise of the Option by 1Verge
Internet at its sole discretion where necessary and in accordance with this Agreement. 
  

	3.2	Board Resolution 

 Notwithstanding Section 3.1
above, concurrently with the execution and delivery of this Agreement, and from time to time upon the request of 1Verge Internet, each of Grantors shall execute and deliver one or more resolutions of the board of directors and/or shareholders of
Beijing 1Verge Infotech, approving the following: 
  

	 	3.2.1	The transfer by the Grantor of all or part of the Equity Interests held by such Grantor to 1Verge Internet or its designated party; and 


 

	 	3.2.2	any other matters as 1Verge Internet may reasonably request. 

 Each Resolution is to be kept in 1Verge Internet’s possession. 
 SECTION 4: REPRESENTATIONS AND
WARRANTIES 
  

	4.1	Representations and Warranties 


  
  

							
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 Each of Grantors represents
and warrants to 1Verge Internet that: 
  

	 	4.1.1	he/she has the full power and authority to enter into, and perform under, this Agreement; 


 

	 	4.1.2	his/her signing of this Agreement or fulfilling of any its obligations hereunder does not violate any laws, regulations and contracts to which he/she is bound, or require any
government authorization or approval; 

  

	 	4.1.3	there is no lawsuit, arbitration or other legal or government procedures pending which, based on his/her knowledge, shall materially and adversely affect this Agreement and the
performance thereof; 

  

	 	4.1.4	he/she has disclosed to 1Verge Internet all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under
this Agreement; 

  

	 	4.1.5	he/she has not been declared bankrupt by a court of competent jurisdiction; 

  

	 	4.1.6	save as disclosed to 1Verge Internet, his/her Equity Interests is free and clear from all liens, encumbrances and third party rights; 


 

	 	4.1.7	he/she will not transfer, donate, pledge, or otherwise dispose of his/her Equity Interests in any way unless otherwise agreed by 1Verge Internet; 


 

	 	4.1.8	the Option granted to 1Verge Internet by him/her shall be exclusive, and he/she shall in no event grant the Option or any similar rights to a third party by any means whatsoever;
and 

  

	 	4.1.9	QIN Qiong further represents and warrants to 1Verge Internet that she owns 80% of the Equity Interests of Beijing 1Verge Infotech, and LIU Dele further represents and warrants to
1Verge Internet that he owns 20% of the Equity Interests of Beijing 1Verge Infotech. The parties hereby agree that the representations and warranties set forth in Sections 4 (except for Section 4.1.9) shall be deemed to be repeated as of each
Closing Date as if such representation and warranty were made on and as of such Closing Date. 

  

	4.2	Covenants and Undertakings 

 Each of Grantors
covenants and undertakes that: 
  

	 	4.2.1	he/she will complete all such formalities as are necessary to make 1Verge Internet or its designated party a proper and registered shareholder of Beijing 1Verge Infotech. Such
formalities include, but are not limited to, assisting 1Verge Internet with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant
administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes. 


  
  

							
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	 	4.2.2	he/she will, upon request by 1Verge Internet, establish a domestic entity to hold the interests in Beijing 1Verge Infotech as a Chinese joint venture partner in case Beijing
1Verge Infotech is restructured into a foreign-invested telecommunication enterprise. 

  

	 	4.2.3	he/she will not amend the articles of association, increase or decrease the registered capital, sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of
the assets, business, revenues or other beneficial interests, incur or assume any indebtedness, or enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding
RMB 100,000 shall be deemed to be a material contract). 

 SECTION 5: TAXES 

Any taxes and duties that might arise from the execution and performance of this Agreement, including any taxes and expenses incurred by and applicable to any of
the Grantors as a result of the exercise of the Option(s) by 1Verge Internet or its designated party, or the acquisition of the Equity Interests from the Grantor(s), will be borne by 1Verge Internet. 

SECTION 6: GOVERNING LAW AND DISPUTE SETTLEMENT 
  

	6.1	Governing Law 

 The execution, validity, performance
and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the PRC. 
  

	6.2	Friendly Consultation 

 If a dispute arises in
connection with the interpretation or performance of this Agreement, the parties shall attempt to resolve such dispute through friendly consultations between them or mediation by a neutral third party. 

If the dispute cannot be resolved in the aforesaid manner within thirty (30) days after the commencement of such discussions, either party may
submit the dispute to arbitration. 

  
  

							
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	6.3	Arbitration 

 Any dispute arising in connection with
this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitration proceedings shall
be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon the parties. This article shall not be affected by the termination or elimination of this Agreement. 

 

	6.4	Matters not in Dispute 

 In case of any disputes
arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute, each party shall continue to perform their obligations under this Agreement, except for the matters in dispute. 

SECTION 7: CONFIDENTIALITY 
  

	7.1	Confidential Information 

 The contents of this
Agreement and the annexes hereof shall be kept confidential. No party shall disclose any such information to any third party (except for the purpose described in Section 2.2 and by prior written agreement among the parties). Each party’s
obligations under this clause shall survive after the termination of this Agreement. 
  

	7.2	Exceptions 

 If a disclosure is explicitly required
by law, any courts, arbitration tribunals, or administrative authorities, such a disclosure by any party shall not be deemed a violation of Section 7.1 above. 
 SECTION 8: MISCELLANEOUS 
  

	8.1	Entire Agreement 

  

	 	8.1.1	This Agreement constitutes the entire agreement and understanding among the parties in respect of the subject matter hereof and supersedes all prior discussions, negotiations and
agreements among them. This Agreement amends and restates all Previous Option Agreements. In the event of any discrepancy between this Agreement and any Previous Option Agreement, this Agreement shall prevail to the extent of the discrepant
provisions. This Agreement shall only be amended by a written instrument signed by all the parties. 

  

	 	8.1.2	The appendices attached hereto shall constitute an integral part of this Agreement and shall have the same legal effect as this Agreement. 


  
  

							
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	8.2	Notices 

  

	 	8.2.1	Unless otherwise designate by the other Party, any notices or other correspondences among the parties in connection with the performance of this Agreement shall be delivered in
person, by express mail, e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers: 

  

					
	1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD.
	Address	  	:	 	Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China
	Fax	  		 	    :    861059708818
	Tele	  		 	    :    861058851881
	Addressee	  	:	 	Victor Wing Cheung Koo
		
	QIN Qiong	 	
	Address	  	:	 	Room 1602, Tower 3, Palm Tree International Apartment, 8 South Chaoyang Park Road, Beijing 100026, China
	Fax	  		 	    :    861059708818
	Tele	  		 	    :    861058851881
	Addressee	  	:	 	QIN Qiong
		
	LIU Dele	 	
	Address	  	:	 	Room 1701, Tower D, Sunz Garden, 98 Jianguo Road, Chaoyang District, Beijing 100022, China
	Fax	  		 	    :    861059708818
	Tele	  		 	    :    861058851881
	Addressee	  	:	 	Liu Dele

  

	 	8.2.2	Notices and correspondences shall be deemed to have been effectively delivered: 

  

	 	8.2.2.1	at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place
where it is received, in which case the date of receipt shall be deemed to be the following business day; 

  

	 	8.2.2.2	on the date that the receiving Party signs for the document, if delivered in person (including express mail); 


 

	 	8.2.2.3	 on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail; 


  

	 	8.2.2.4	on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail. 


  
  

							
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	8.3	Binding Effect 

 This Agreement, upon being signed by
the parties or their duly authorized representatives, shall be binding on the parties and their successors and assigns. 
  

	8.4	Language and Counterparts 

 This Agreement shall be
executed in three (3) originals in English, with one (1) original for 1Verge Internet, one (1) original each for Grantors. 
  

	8.5	Days and Business Day 

 A reference to a day herein
is to a calendar day. A reference to a business day herein is to a day on which commercial banks are open for business in the PRC. 
  

	8.6	Headings 

 The headings contained herein are inserted
for reference purposes only and shall not affect the meaning or interpretation of any part of this Agreement. 
  

	8.7	Singular and Plural 

 Where appropriate, the plural
includes the singular and vice versa. 
  

	8.8	Unspecified Matter 

 Any matter not specified in this
Agreement shall be handled through mutual discussions among the parties and stipulated in separate documents with binding legal effect, or resolved in accordance with PRC laws. 

 

	8.9	Survival of Representations, Warranties, Covenants and Obligations 

 The respective representations, warranties, covenants and obligations of the parties, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any party, and shall survive the transfer and payment for the Equity Interests. 

This Agreement has been signed by the parties or their duly authorized representatives on the date first specified above. 

[The space below is intentionally left blank.] 

  
  

							
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 IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first written above. 
  

			
	1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD.
	 (Company Seal)



			
		
	By:	 	 /s/ Victor Wing Cheung Koo

	Authorized Representative: Victor Wing Cheung Koo
	
	GRANTOR: QIN QIONG
		
	By:	 	 /s/ Qin Qiong

	
	GRANTOR: LIU DELE
		
	By:	 	 /s/ Liu Dele



  
  

							
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