EX-4.134 21 exh_4134.htm EXHIBIT 4.134

Exhibit 4.134

 

Agreement of Termination

Regarding the Purchase Option and Cooperation Agreement and Loan Agreement

By

and

Among

Fortune Software (Beijing) Co., Ltd.

Zhiwei Zhao,

and Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

 

 

 

 

December. 8, 2015

 

 

Agreement of Termination

 

This Agreement of Termination (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC (hereinafter “China”) as of Dec. 20, 2015 by and among the following parties:

Party A: Fortune Software (Beijing) Co., Ltd.

Registered address: Room 626, Beijing space precision building, No. 30 Haidian South Road, Haidian District, Beijing

 

Party B: Zhiwei Zhao

ID No.:

 

Party C: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

Registered Address.: 301-B No. 8 room No. 690 Building Bibo Road Shanghai

 

 

WHEREAS, the aforesaid parties signed a Loan Agreement in 2014.5.14 in which Party A agrees to loan to Party B for his purchase of all equities of PartyC.

WHEREAS, the aforesaid parties signed a Purchase Option and Cooperation Agreementin 2014.5.14, in which they agree that Party B grants to Party A or any other eligible party designated by Party A an exclusive right of first refusal to purchase, wholly or partially, the equity of Party C held by Party B at any time pursuant to the laws of China. Party A on the one hand, Party B on the other hand are hereinafter collectively referred to as “Both Parties”.

WHEREAS, each of the parties hereto intends to terminate the foregoing Loan Agreement, Purchase Option and Cooperation Agreement (hereinafter referred to as the Original Agreements).

 

 

Now Therefore, through friendly negotiation, the Parties hereby agree as follows:

 

1Termination and Exemptions
1.1The Parties agree to terminate the Original Agreements as of the execution date of this Agreement. The Parties agree to waive any and all causes of action currently made or threaten to be made resulted from or in connection with the Original Agreements, regardless of the nature and cause of such causes of action, or whether related to any lawsuit, liability, guarantee, breach of contract or commitment, obligation, claims, demand, losses and costs, or whether known at present or not, contingent or fixed, occurred in the past or present (collectively as "Claims").

 

1.2The parties hereby expressly agree to take any risks arising from unreal facts, unknown facts or differences between true facts and the information of acknowledge or relied upon. The parties hereto intends to ultimately and permanently resolve all the disputes that exists or may occur in future, resulting from or relating to the Original Agreements, in spite of whether the understanding of each of the parties regarding the facts, laws or other circumstances thereof is true. Exemption of each party hereto shall completely, thoroughly, unconditionally and immediately supersede all the rights, Claims, demands and causes of action that exists or may exist on the execution date hereof. Each Party warrants and undertakes that it has carried out independent investigation on the facts, laws or other circumstances relevant to the discussed, referred to or exempted matters hereunder that are necessary and required at its independent judgment and discretion. At the time of execution of this agreement, no Party relies on any statement, commitment or warrant made by the other parties or persons yet not explicitly provided herein regarding existence or none existence of any facts, laws or other circumstances.

 

1 

 

Neither Party shall be responsible for the other parties regarding any legal or contractual obligations under the Original Agreements. The funds under the Loan Agreement loaned by Party B and Party C from Party A have been paid off and therefore no Party thereto shall have any rights and assume any obligations to the other parties.

 

1.3Neither Party shall take any legal action against the other parties with respect to any matters arising from or relevant to the Original Agreements.

 

2No Transfer

 

2.1Party hereby warrants and undertakes that all Claims have been totally and ultimately waived and none of the Claims’ interests was or will be transferred to make against the other parties. It is agreed that in case any existing transfer aforesaid whether made on the transferring party’s free will or not is alleged by any third party or claimed for any interests thereof by any third party, the transferring party shall keep the other parties free from any related liabilities and indemnify the other parties for any losses or costs (incl. attorney fees) incurred therefrom.

 

2.2Where any Party or any person on behalf of such Party or any person who alleged obtaining any interests in any Claims upon assignment initiates, participates or otherwise seeks relief through a lawsuit against the other parties based on any waived Claims hereunder, or arises a Claim waived hereunder against the other parties in any other ways, such party agree to directly pay for any attorney fees incurred for defending such Claims by the other parties.

 

3Miscellaneous

 

3.1The Agreement is governed and construed by the laws of the People’s Republic of China.

 

3.2The Agreement constitutes the entire agreement of the parties hereto in regard to the subject matters hereunder and supersedes all the prior concluded agreements, covenants and letters.

 

2 

 

3.3This Agreement may be executed in several counterparts, each as an original and all counterparts together constitute a complete agreement.

 

4This Agreement is signed by the authorized representative of each Party and takes effect as of the execution date. This Agreement is made in triplicate with same effects each of which should be held by one party hereto.

 

 

3 

 

[Signature page to follow without text body]

 

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its authorized signatory as of the day and year first written above.

 

Party A: Fortune Software (Beijing) Co., Ltd.

 

Common seal:

 

Authorized representative (signature):

 

Party B: Zhiwei Zhao

 

(Signature):

 

Party C: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

 

 

(Signature):

 

 

Common seal:

 

Authorized representative (signature):

 

 

 

 

 

 

4