EX-10.3.5



 Exhibit 10.3.5 

TERMINATION AGREEMENT 
 This Termination
Agreement (this “Agreement”) is dated March 28, 2014 and is made 
 BY AND BETWEEN: 

GS HOME SHOPPING INC., a public listed company incorporated under the laws of Republic of Korea, having its registered office at GS Gangseo Tower, 10,
Mullae-Dong 6-Ga, Youngdungpo-Gu, Seoul, Republic of Korea, 150-096 (“GSHS”) of the FIRST PART; 

AND 
 SAIF II MAURITIUS COMPANY
LIMITED, a company incorporated under the laws of Mauritius, having its office at 3rd Floor, Raffles Tower, 19 Cybercity, Ebène, Mauritius (“SAIF”)
of the SECOND PART; 
 AND 

ORCHARD CENTAR MASTER LIMITED, a company incorporated under the laws of British Virgin Islands, having its office at Romasco Palace, Wickhams Cay 1, PO
Box3140, Road Town, Tortola, British Virgin Islands, VG 1110 (“CENTAR”) and MAKIRA SP5 LIMITED, a company incorporated under the laws of the Cayman Islands, having its office at Cricket Square, Hutchins Drive, PO Box
1681, Grand Cayman, Cayman islands, KY-1111 (“MAKIRA) (Centar and Makira are hereinafter referred to as “OCP”) of the THIRD PART; 

AND 
 NETWORK18 HOLDINGS LIMITED, a
company incorporated under the laws of Mauritius, having its registered office at 5th Floor, Ebene Esplanade, 24 Cybercity, Ebene, Mauritius (“Network18”) of the FOURTH PART; 

AND 
 TV18 HSN HOLDINGS LIMITED (to
be renamed NW18 HSN Holdings Plc upon becoming a public company), a company incorporated under the laws of Cyprus, and having its registered office at 10 Diomidous Street, Alphamega Akropolis Building, 3rd Floor, Office 401, 2024 Nicosia, Cyprus
(the “Company”) of the FIFTH PART. 
 RECITALS 

 

	A.	GSHS, SAIF, OCP and Network18 are shareholders of the Company. 

  

	B.	GSHS, SAIF, OCP and Network18 and the Company entered into a Shareholders Agreement on October 1, 2013 (the “Old Shareholders Agreement”) to regulate their respective rights and obligations
as shareholders of the Company. 

  

	C.	GSHS, SAIF, OCP, Network18 and the Company wish to enter into this Agreement to provide for the termination of the Old Shareholders Agreement. 


NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants, representations and warranties hereinafter contained, and for
other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement (the “Parties”) hereby agree as follows: 







 As of the first closing date of the initial public offering of the Company’s equity securities on NASDAQ or
NYSE in accordance with the Company’s Registration Statement on Form F-1 which was confidentially filed with the SEC on February 8, 2014 and will be publically filed subsequently with the SEC and as contemplated in the underwriting
agreement for such offering between the Company and the underwriters (the “Closing Date”), the Old Shareholders Agreement shall automatically terminate and no longer of any force or effect. 

If the Closing Date does not occur on or before 31 December 2014, this Agreement shall automatically terminate and no longer of any force or effect. 

This agreement shall constitute a termination of the Old Shareholders Agreement pursuant to Section 14.9(a)(i) thereof and shall be subject to the terms
and conditions set forth in Section 14.9(c) thereof, except that the provisions in the Old Shareholders Agreement relating to confidentiality shall not survive this termination notwithstanding any provision to the contrary in
Section 14.9(c). 
 This Agreement shall be governed and interpreted by and construed in accordance with the laws of the Cyprus, without giving effect
to the principles of conflict of laws thereunder. 
 This Agreement may be executed by the Parties in separate counterparts each of which when so executed
and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. 

  
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 IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this
Agreement on the day and year first hereinabove written. 
  

									
	Witnessed by:	 		 	SAIF II MAURITIUS COMPANY LIMITED
					
	Name:	 	 ANITA CHAN
	 		 	By:	 	 /s/ ANDREW Y. YAN

	Address:	 	 2516-2520 TWO PACIFIC PLACE
	 		 	Name:	 	ANDREW Y. YAN
	 88 QUEENSWAY, HONG KONG
	 		 	Title:	 	AUTHORIZED SIGNATORY
				
		 		 		 	GS HOME SHOPPING INC.
					
	Name:	 	 LIM HO SHIM
	 		 	By:	 	 /s/ HUH, TAE SOO

	Address:	 	 10 MULLAE DONG 6-GA
	 		 	Name:	 	HUH, TAE SOO
	 YOUNDUNGPO GU SEOUL KOREA
	 		 	Title:	 	PRESIDENT & CEO
				
		 		 		 	ORCHARD CENTAR MASTER LIMITED
					
	Name:	 	 JOYCE FOK
	 		 	By:	 	 /s/ BEN HARRIS

	Address:	 	 3401 GLOUCESTER TOWER
	 		 	Name:	 	BEN HARRIS
	 THE LANDMARK, CENTRAL, HONG KONG
	 		 	Title:	 	AUTHORIZED SIGNATORY
				
		 		 		 	MAKIRA SP5 LIMITED
					
	Name:	 	 JOYCE FOK
	 		 	By:	 	 /s/ BEN HARRIS

	Address:	 	 3401 GLOUCESTER TOWER
	 		 	Name:	 	BEN HARRIS
	 THE LANDMARK, CENTRAL, HONG KONG
	 		 	Title:	 	AUTHORIZED SIGNATORY
				
		 		 		 	NETWORK18 HOLDINGS LIMITED
					
	Name:	 	 ADARSH GOBURDHAN
	 		 	By:	 	 /s/ ASLAM KOOMAR

	Address:	 	 POPE HENESSY STREET
	 		 	Name:	 	ASLAM KOOMAR
	 CUREPIPE
	 		 	Title:	 	DIRECTOR
				
		 		 		 	TV18 HSN HOLDINGS LIMITED
					
	Name:	 	 SOPHIA PROTOPAPA
	 		 	By:	 	/s/ MILORAD VUJNOVIC
	Address:	 	 10, DIOMIDOUS STREET
	 		 	By:	 	 /s/ GEORGE FLOURENTZOU

	 ALPHAMEGA AKROPOLIS BUILDING
	 		 	Name:	 	MILORAD VUJNOVIC
	 3RD FLOOR, OFFICE 401
	 		 	 	GEORGE FLOURENTZOU
	 2024 NICOSIA, CYPRUS
	 		 	Title:	 	CCY MANAGEMENT LIMITED DIRECTOR


  
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