exv10w17






English Translation

Exhibit 10.17




PURCHASE OPTION AND COOPERATION AGREEMENT




July, 2010

Hangzhou, CHINA



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Purchase Option and Cooperation Agreement



This Purchase Option and Cooperation Agreement (“this Agreement”) is entered into in Beijing,
People’s Republic of China (the “PRC”) on July 1, 2010 by and among:




Sky Network: Hangzhou Sky Network Technologies Co., Ltd.

Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou

Post Code: 310013

Telephone: 0571-87770978

Fax: 0571-87758616




Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd.

Address: Room 105, Block 3, No. 1197 of Binan Road, Hangzhou

Telephone: 0571-87770978

Fax: 0571-87758616




Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd.

Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou

Postal code: 310013

Tel.: 0571 87770978

Fax: 0571 87758616




Qinyi Zhu

Identity card number: 

Address: Room 201, 65# Building, Taiziyuan, Hupan Garden, Hangzhou

Postal code: 310012

Tel.: 13588192843

Fax: 0571-87758616




WHEREAS,



(1) Sky Network, is a limited liability company registered according to PRC law and in good
standing; as shareholders of Sky Network, Mijia Technologies and Qinyi Zhu respectively hold 80%
and 20% shares of Sky Network;



(2) Hangzhou Dianneng is a wholly foreign owned enterprise duly organized under the PRC laws,
provides certain technical support, strategic consulting and other services to Sky Network, and
currently is a major business partner of Sky Network;




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(3) Mijia Technologies and Qinyi Zhu hereto wish to grant Hangzhou Dianneng or its designated
eligible entity the exclusive purchase option to acquire, at any time upon satisfaction of the
requirements under the PRC law, the entire or a portion of Sky Network’s share equity/assets owned
by Mijia Technologies and Qinyi Zhu or each of them.




     NOW THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and
joint development and after friendly negotiations, the Parties hereby enter into the following
agreements pursuant to the provisions of relevant laws and regulations of the PRC:



ARTICLE 1 DEFINITIONS




     The terms used in this Agreement shall have the meanings set forth below:


1.1. “This Agreement” means this Purchase Option and Cooperation Agreement and all appendices
thereto, including written instruments as originally executed and as may from time to time be
amended and supplemented by the Parties hereto through written agreements;



1.2. “The PRC” means, for the purpose of this Agreement, the People’s Republic of China, excluding
Hong Kong, Taiwan and Macao;



1.3. “Date” means the year, month and day. In this Agreement, “within” or “no later than”, when
used before a year, month or day, shall always include the relevant year, month or day.




ARTICLE 2 THE GRANT AND EXERCISE OF PURCHASE OPTION



2.1 The Parties hereto agree that Hangzhou Dianneng shall be granted an exclusive purchase option
to acquire, at any time upon satisfaction of the requirements under applicable laws and conditions
as agreed in this Agreement or designate eligible entity to acquire entire or a portion of Sky
Network’s share equity or owned by Mijia Technologies and Qinyi Zhu or each of them, or entire or
portion of assets owned by Sky Network (“Option”). The Option granted hereby shall be irrevocable
during the term of this Agreement and may be exercised by Hangzhou Dianneng or any eligible entity
designated by Hangzhou Dianneng.



2.2 Pursuant to the laws and regulations of the PRC, Hangzhou Dianneng (or its designated eligible
entity) may exercise the Option by delivering a written notice to any of Mijia Technologies and/or
Qinyi Zhu (as applicable) (the “Exercise Notice”). The






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Exercise Notice shall define the specific portion of the shares to be purchased from Mijia
Technologies and/or Qinyi Zhu or the assets to be purchased from Sky Network (hereinafter referred
to as the “Purchased Shares (Asset)) and the purchase method.



2.3 Within thirty (30) days of the receipt of the Exercise Notice, Mijia Technologies and/or Qinyi
Zhu (as applicable) shall execute a share/asset transfer contract and other documents necessary to
carry through such transfer (collectively, the “Transfer Documents”) with Hangzhou Dianneng (or
any eligible party designated by Hangzhou Dianneng).



2.4 When applicable laws permit the exercise of the purchase option provided hereunder and Hangzhou
Dianneng elects to exercise such purchase option, Mijia Technologies and/or Qinyi Zhu shall
unconditionally assist Hangzhou Dianneng to obtain all approvals, permits, registrations, filings
and other procedures necessary to effect the transfer of relevant share equity or assets.




ARTICLE 3 REPRESENTATIONS AND WARRANTIES




     Each party hereto represents to the other parties that:


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



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




ARTICLE 4 EXERCISE PRICE




     When it is permitted by applicable laws, Hangzhou Dianneng (or any eligible party designated
by Hangzhou Dianneng) shall have the right to acquire, at any time, all of Sky Network’s assets or
its share equity owned by Mijia Technologies and Qinyi Zhu, at a price equal to the sum of the
registered capital of Sky Network (“Exercise Price”). If Hangzhou Dianneng (or any eligible party
designated by Hangzhou Dianneng) elects to purchase a portion of Sky Network’s share equity or
assets, then the exercise price for such purpose shall be adjusted accordingly based on the
percentage of such share equity or assets to be purchased over the total share equity or assets.



ARTICLE 5 COVENANTS




     The Parties further agree as follows:



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5.1 Before Hangzhou Dianneng (or a qualified entity designated by Hangzhou Dianneng) has acquired
all the equity or assets of Sky Network by exercising the purchase option provided hereunder, Sky
Network shall not:




     5.1.1 sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of its
assets, operations or any legal or beneficiary interests with respect to its revenues (unless such
sale, assignment, mortgage, disposal or encumbrance is relating to its daily operation or has been
disclosed to and agreed by Hangzhou Dianneng in writing);



     5.1.2 enter into any transaction which may materially affect its assets, liability, operation,
equity or other legal rights (unless such transaction is relating to its daily operation or has
been disclosed to and agreed by Hangzhou Dianneng in writing); and



     5.1.3 distribute any dividend to its shareholders in any manner.


5.2 Before Hangzhou Dianneng (or a qualified entity designated by Hangzhou Dianneng) has acquired
all the equity/assets of Sky Network by exercising the purchase option provided hereunder, Mijia
Technologies and/or Qinyi Zhu shall not individually or collectively:




     5.2.1 supplement, alter or amend the articles of association of Sky Network in any manner to
the extent that such supplement, alteration or amendment may have a material effect on Sky
Network’s assets, liability, operation, equity or other legal rights (except for pro rata increase
of registered capital mandated by applicable laws);



     5.2.2 cause Sky Network enter into any transaction to the extent such transaction may have a
material effect on Sky Network’s assets, liability, operation, equity or other legal rights (unless
such transaction is relating to Sky Network’s daily operation or has been disclosed to and agreed
by Hangzhou Dianneng in writing); and



     5.2.3 cause Sky Network’s board of directors adopt any resolution on distributing dividends to
its shareholders.


5.4 Hangzhou Dianneng shall provide financings to Sky Network to the extent Sky Network needs such
financing to finance its operation. In the event that Sky Network is unable to repay such financing
due to its losses, Hangzhou Dianneng shall waive all recourse against Sky Network with respect to
such financing.



5.5 To the extent Mijia Technologies and/or Qinyi Zhu are subject to any legal or economic
liabilities to any institution or individual other than Hangzhou Dianneng as a result of performing
their obligations under this Agreement or any other agreements






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between them and Hangzhou Dianneng or WFOE, Hangzhou Dianneng shall provide all support necessary
to enable Mijia Technologies and/or Qinyi Zhu to duly perform their obligations under this
Agreement and any other agreements and to hold Hangzhou Dianneng and Mijia Technologies and/or
Qinyi Zhu harmless against any loss or damage caused by their performance of obligations under such
agreements.




ARTICLE 6 CONFIDENTIALITY




     Each Party shall keep confidential all the content of this Agreement. Without the prior
consent of all Parties, no Party shall disclose any content of this Agreement to any other party or
make any public announcements with respect to any content of this Agreement. Notwithstanding the
forgoing provisions of this Article 6, the following disclosure shall be permitted: (i) disclosure
made pursuant to any applicable laws or any rules of any stock exchange; (ii) disclosure of
information which has become public information other than due to any breach by the disclosing
party; (iii) disclosure to any Party’s shareholders, legal counsel, accountants, financial advisors
or other professional advisors, or (iv) disclosure to any potential purchasers of a Party or its
shareholders’ equity/assets, its other investors, debts or equity financing providers, provided
that the receiving party of confidential information has agreed to keep the relevant information
confidential.



     Parties agree that this Article 6 shall survive upon any invalidity, modification, expiration
or termination of this Agreement.



ARTICLE 7 APPLICABLE LAW AND EVENTS OF DEFAULT




     The execution, effectiveness, interpretation, performance and dispute resolution of this
Agreement shall be governed by the laws of the PRC.



     Any violation of any provision hereof, incomplete performance of any obligation provided
hereunder, any misrepresentation made hereunder, material concealment 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 applicable
laws.



ARTICLE 8 DISPUTE RESOLUTION



8.1 Any dispute arising from the performance of this Agreement shall be first subject to the
Parties’ friendly consultations. In the event any dispute cannot be solved by friendly
consultations, the relevant dispute shall be submitted to China International Economic and Trade
Arbitration Commission in accordance with the then effective arbitration rules of the Commission
for arbitration;






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8.2 The arbitration shall be administered by the China International Economic and Trade Arbitration
Commission in accordance with the then effective arbitration rules of the Commission in Beijing;



8.3 The arbitration award shall be final and binding on the Parties. The costs of the arbitration
(including but not limited to arbitration fee and attorney fee) shall be borne by the losing party,
unless the arbitration award stipulates otherwise.




ARTICLE 9 EFFECTIVENESS



9.1 This Agreement shall be effective upon the execution hereof by all Parties hereto and shall
remain effective thereafter. This Agreement may not be terminated without the unanimous consent of
all the Parties except Hangzhou Dianneng may, by giving a thirty (30) days prior notice to the
other Parties hereto, terminate this Agreement.



9.2 In the term of this Agreement, to the extent that the operation term of Hangzhou Dianneng or
Sky Network expires or is terminated for other reasons, this Agreement shall be terminated upon
such expiration or termination, provided that, Hangzhou Dianneng has transferred its rights and
responsibilities pursuant to Article 5.6 under this Agreement.




ARTICLE 10 AMENDMENT




     All Parties hereto shall fulfill their respective obligations hereunder. No amendment to this
Agreement shall be effective unless such amendment has been agreed by all of the Parties and
Hangzhou Dianneng and Sky Network have obtained necessary authorization and approvals with respect
to such amendment. The amendment or modification to this Agreement shall be the integral part of
this Agreement and shall have the same legal effect as this Agreement.



ARTICLE 11 COUNTERPARTS




     This Agreement is executed in fifteen (15) counterparts. Hangzhou Dianneng, every party shall
each hold one (1) counterpart. All the counterparts shall have the same legal effect.



ARTICLE 12 MISCELLANEOUS



12.1 Obligations, covenants and liabilities of Mijia Technologies and Qinyi Zhu to Hangzhou
Dianneng hereunder are joint and several, and Mijia Technologies and Qinyi Zhu shall assume joint
and several liabilities with respect to such obligations, covenants






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and liabilities. With respect to Hangzhou Dianneng, a default by each of Mijia Technologies and
Qinyi Zhu shall automatically constitute a default by the other Party, and vice versa;



12.2 The title and headings contained in this Agreement are for convenience of reference only and
shall not in any way affect the meaning or interpretation of any provision of this Agreement;



12.3 The Parties may enter into supplementary agreements to address any issue not covered by this
Agreement. The supplementary agreements so entered shall be an appendix hereto as the integral part
of this Agreement and shall have the same legal effect as this Agreement.




(THE FOLLOWING SPACE IS INTENTIONALLY LEFT BLANK)







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	(Execution Page Only)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hangzhou Dianneng Technologies Co., Ltd.	 	 	 	Hangzhou Sky Network Technologies Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(Company Seal)	 	 	 	(Company Seal)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature: 



Name:

	 	/s/ Tao Song
 

	 	 
	 	Signature:



Name:
	 	/s/ Tao Song
 

	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hangzhou Mijia Technologies Co., Ltd.	 	 	 	Qinyi Zhu	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(Company Seal)	 	 	 	Signature:	 	Qinyi Zhu	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature: 

Name:

	 	/s/ Tao Song
 

	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 







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