Exclusive Option Agreement
Exhibit 4.53
THE SYMBOL “[ ]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of Nov. 29, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
| Party A: | Tencent Music (Beijing) Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at Xxxx 000, 0xx Xxxxx xx 000, -0xx to 8th Floor, Xx.0 Xxxxxxxx, Xxxx Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx; |
| Party B: | Luo Yueting, a Chinese Citizen with Identification No.: [ ]; and |
| Party C: | Beijing Shangqin Culture Management Partnership (Limited Partnership), a limited partnership, organized and existing under the laws of the PRC, with its address at Xxxx 0000, 0xx Xxxxx, Xxxxx X, Xxxxxxxx 24, Xx. 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx. |
In this Agreement, Party A, Party B, and Party C shall each be referred to as a “Party” respectively, and shall be collectively referred to as the “Parties”.
Whereas:
| 1. | Party B is a limited partner of Party C and as of the date hereof holds 19.9999% of the partnership interest of Party C, representing RMB 199,999 in the contribution amount of Party C. |
| 2. | Party B intends to irrevocably grant Party A an exclusive option to purchase the entire partnership interest in Party C without prejudice of PRC laws, and Party A intends to accept such partnership interest purchase option (defined as below). |
| 3. | Party C intends to irrevocably grant Party A an exclusive option to purchase its entire assets without prejudice to PRC laws, and Party A intends to accept such asset purchase option (defined as below). |
After mutual discussions and negotiations, the Parties have now reached the following agreement:
| 1. | Sale and Purchase of Partnership Interest and Assets |
| 1.1 | Option Granted |
| 1.1.1 | Whereas Party A paid Party B XXX 00 as consideration, and Party B confirmed the receipt and the sufficiency of such consideration, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the partnership interest in Party C then held by Party B once or at multiple times at any time in part or in |
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| whole at Party A’s sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein (“Partnership Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Partnership Interest Purchase Option or other rights with respect to the partnership interest of Party B. Party C hereby agrees to the grant by Party B of the Partnership Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts, or non-corporate organizations. |
| 1.1.2 | Party C hereby exclusively, irrevocably and unconditionally grants Party A an irrevocable and exclusive right to require Party C to transfer part or all of partnership assets (the assets may be transferred in whole or in part at Party A’s sole discretion and commercial consideration, “Purchased Asset”) to Party A or its Designee to the extent permitted by PRC laws and under the terms and conditions herein (“Asset Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Asset Purchase Option or any other right with respect to Party C’s assets. Party A agrees to accept such Asset Purchase Option. |
| 1.1.3 | Party B hereby agrees that Party C grants such Asset Purchase Option to Party A in accordance with Section 1.1.2 above and other terms herein, and the Purchased Asset may be transferred to Party A or Designee(s) by Party A when the Asset Purchase Option is exercised. |
| 1.2 | Steps for Exercise |
| 1.2.1 | The exercise of the Partnership Interest Purchase Option and the Asset Purchase Option by Party A shall be subject to the provisions of the laws and regulations of China. |
| 1.2.2 | When Party A exercises the Partnership Interest Purchase Option, a written notice shall be issued to Party B (the “Partnership Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise the Partnership Interest Purchase Option; (b) the portion of the partnership interest to be purchased by Party A or the Designee from Party B (the “Optioned Interest”); and (c) the date for purchasing the Optioned Interest or the date for the transfer of the Optioned Interest. |
| 1.2.3 | When Party A exercises the Asset Purchase Option, a written notice shall be issued to Party B (the “Asset Purchase Option Notice”), specifying:(a) Party A’s or the Designee’s decision to exercise the Asset Purchase Option; (b) the list of assets to be purchased by Party A or the Designee from Party B (the “Optioned Asset”); and (c) the date for purchasing the Optioned Asset or the date for the transfer of the Optioned Asset. |
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| 1.3 | Purchase Price |
| 1.3.1 | The purchase price (“Benchmark Purchase Price”) of all partnership interest shall be XXX 00. If PRC law requires a minimum price higher than the Benchmark Purchase Price when Party A exercises the Partnership Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Partnership Interest Purchase Price”). |
| 1.3.2 | Party B undertakes that it shall transfer the full amount of Partnership Interest Purchase Price obtained by Party B to Party A’s designated bank account. |
| 1.3.3 | In terms of Asset Purchase Option, Party A or its Designee shall pay RMB 1 as the purchase price for each exercise of the Asset Purchase Option. If PRC law requires a minimum price higher than the aforementioned net book value of the assets, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Asset Purchase Price”). |
| 1.3.4 | Party C undertakes that it shall transfer the full amount of Asset Interest Purchase Price obtained by Party C to Party A’s designated bank account. |
| 1.4 | Transfer of Optioned Interest |
For each exercise of the Partnership Interest Purchase Option:
| 1.4.1 | Party B shall cause Party C to promptly convene a partners’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interest to Party A and/or the Designee(s). |
| 1.4.2 | Party B shall obtain written statements from the other partners (if any) of Party C giving consent to the transfer of the Optioned Interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto. |
| 1.4.3 | Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Partnership Interest Purchase Option Notice regarding the Optioned Interest. |
| 1.4.4 | The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Optioned Interest to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of |
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| the Optioned Interest. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention, or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Partnership Interest Pledge Agreement, and Party B’s Power of Attorney. “Party B’s Partnership Interest Pledge Agreement” as used in this Agreement shall refer to the Partnership Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modifications, amendments, and restatements thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with a power of attorney and any modifications, amendments, and restatements thereto. |
| 1.5 | Transfer of Purchased Assets |
For each exercise of the Asset Purchase Option:
| 1.5.1 | Party C shall obtain all necessary internal authorizations in accordance with then effective partnership agreement and all supplements thereto. |
| 1.5.2 | Party C shall enter into an asset transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Asset Purchase Option Notice regarding the Purchased Assets. |
| 1.5.3 | The relevant Parties shall execute all other necessary contracts, agreements, or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Purchased Assets to Party A and/or the Designee(s), unencumbered by any security interests. |
| 2. | Covenants |
| 2.1 | Covenants regarding Party C |
Party B (as partner of Party C) and Party C hereby jointly and severally covenant on the following:
| 2.1.1 | Without the prior written consent of Party A, they shall not in any manner supplement, change, or amend the partnership agreement and other constitutional documents of Party C, increase or decrease its contribution amount, or change its structure of contribution amount in other manners. |
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| 2.1.2 | They shall maintain Party C’s due existence in accordance with good financial and business standards and practices, as well as obtain and maintain all necessary government licenses and permits by prudently and effectively operating its business and handling its affairs. |
| 2.1.3 | Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage, or dispose of in any manner any material assets of Party C or legal or beneficial interest in the material business or revenues of Party C of more than RMB 100,000, or allow the encumbrance thereon of any security interests. |
| 2.1.4 | Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or suffer the existence of any debt of Party C, except for (i) payables incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A which Party A’s written consent has been obtained. |
| 2.1.5 | They shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and asset value. |
| 2.1.6 | Without the prior written consent of Party A, they shall not cause Party C to execute any material contract, except the contracts in the ordinary course of business (for the purpose of this subsection, a contract with a price exceeding RMB 100,000 shall be deemed a material contract). |
| 2.1.7 | Without the prior written consent of Party A, they shall not cause Party C to provide any person with a loan or credit. |
| 2.1.8 | They shall provide Party A with information on Party C’s business operations and financial condition upon Party A’s request. |
| 2.1.9 | If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses and own similar assets in the same area. |
| 2.1.10 | Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire, or invest in any person. |
| 2.1.11 | They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to Party C’s assets, business, or revenue. |
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| 2.1.12 | To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims. |
| 2.1.13 | Without the prior written consent of Party A, Party C shall not in any manner distribute profits to its partners, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its partners. |
| 2.1.14 | At the request of Party A, they shall appoint any person designated by Party A as the appointed representative of managing partner or other person authorized to conduct partnership affairs, of Party C. |
| 2.1.15 | Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates. |
| 2.1.16 | Unless otherwise required by PRC law, Party C shall not be dissolved or liquidated without prior written consent by Party A. |
| 2.2 | Covenants of Party B |
Party B hereby covenants to the following:
| 2.2.1 | Without the prior written consent of Party A, at any time from the date of execution of this Agreement, Party B shall not sell, transfer, mortgage, or dispose of in any other manner any legal or beneficial interest in the partnership interest in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Partnership Interest Pledge Agreement and Party B’s Power of Attorney. |
| 2.2.2 | Party B shall cause all the partners and the appointed representative of managing partner of Party C not to approve or implement any sale, transfer, mortgage, or disposition in any other manner of any legal or beneficial interest in the partnership interest in Party C held by Party B, or allow the encumbrance thereon of any other security interest without the prior written consent of Party A, except for the interest placed in accordance with Party B’s Partnership Interest Pledge Agreement and Party B’s Power of Attorney. |
| 2.2.3 | Without the prior written consent of Party A, Party B shall cause all the partners and the appointed representative of managing partner of Party C not to approve or implement the merger or consolidation with any person, or the acquisition of or investment in any person. |
| 2.2.4 | Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to the partnership interest in Party C held by Party B. |
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| 2.2.5 | Party B shall cause all the partners of Party C to vote their approval of the transfer of the Optioned Interest as set forth in this Agreement and to take any and all other actions that may be requested by Party A. |
| 2.2.6 | To the extent necessary to maintain Party B’s ownership of the partnership interest in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims. |
| 2.2.7 | Party B shall appoint any designee of Party A as the appointed representative of managing partner or other person authorized to conduct partnership affairs of Party C, at the request of Party A. |
| 2.2.8 | Party B hereby waives its right of first refusal with respect to the transfer of partnership interest by any other partner of Party C to Party A (if any), and gives consent to the execution by each other partner of Party C with Party A and Party C the exclusive option agreement, the partnership interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Partnership Interest Pledge Agreement and Party B’s Power of Attorney, and accepts not to take any actions in conflict with such documents executed by the other partners. |
| 2.2.9 | Party B shall promptly donate any profits, dividends, or proceeds of liquidation to Party A or any other person designated by Party A to the extent permitted under the applicable PRC laws. And |
| 2.2.10 | Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C, and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the partnership interest subject to this Agreement hereunder or under Party B’s Partnership Interest Pledge Agreement or under Party B’s Power of Attorney, Party B shall not exercise such rights excluding in such manner in accordance with the written instructions of Party A. |
| 3. | Representations and Warranties |
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer, that:
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| 3.1 | They have the power, capacity, and authority to execute and deliver this Agreement and any partnership interest transfer contracts to which they are parties concerning each transfer of the Optioned Interest as described thereunder (each, a “Transfer Contract”), and to perform their obligations under this Agreement and any Transfer Contract. Party B and Party C agree to enter into Transfer Contracts substantially consistent with the terms of this Agreement upon Party A’s exercise of the Partnership Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid, and binding obligations, and shall be enforceable against them in accordance with the provisions thereof. |
| 3.2 | Party B and Party C have obtained any and all approvals and consents from the relevant government authorities and third parties (if required) for the execution, delivery, and performance of this Agreement. |
| 3.3 | The execution and delivery of this Agreement or any Transfer Contract and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violations of any applicable PRC laws; (ii) be inconsistent with the partnership agreement or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them. |
| 3.4 | Party B has a good and merchantable title to the partnership interest held by Party B in Party C. Except for Party B’s Partnership Interest Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such partnership interest. |
| 3.5 | Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets. |
| 3.6 | Party C does not have any outstanding debts, except for (i) debt incurred within its normal business scope; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained. |
| 3.7 | Party C has complied with all laws and regulations of China applicable to asset acquisitions. And |
| 3.8 | There is no pending or threatened litigation, arbitration, or administrative proceedings relating to the partnership interest in Party C, assets of Party C, or Party C itself. |
| 4. | Effective Date and Term |
This Agreement shall become effective upon execution by the Parties, and remain in effect until all partnership interest held by Party B in Party C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.
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| 5. | Governing Law and Disputes Resolution |
| 5.1 | Governing Law |
The execution, effectiveness, interpretation, performance, amendment, and termination of this Agreement as well as any dispute resolution hereunder shall be governed by the laws of the PRC.
| 5.2 | Methods of Disputes Resolution |
In the event of any dispute arising with respect to the construction and performance of this Agreement, the Parties shall first attempt to resolve the dispute through friendly negotiations. In the event that the Parties fail to reach an agreement on the dispute within 30 days after either Party’s written request to the other Parties for dispute resolution through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing, and the arbitration award shall be final and binding to all Parties.
Each Party agrees that the arbitral tribunal or arbitrator shall have the right to grant any remedies, including preliminary and permanent injunctive relief in accordance with the provisions of this Agreement and applicable PRC laws (such as injunction against carrying out business activities, or mandating the transfer of assets), specific performance of contractual obligations, remedies concerning the partnership interest or land assets of Party C and awards directing Party C to conduct liquidation.
To the extent permitted by PRC laws, when awaiting the formation of the arbitration tribunal or otherwise under appropriate conditions, either Party may seek preliminary injunctive relief or other interlocutory remedies from a court with competent jurisdiction to facilitate the arbitration. Without violating the applicable governing laws, the Parties agree that the courts of Hong Kong SAR, Cayman Islands, China and the place where the main assets of Party C are located shall all be deemed to have competent jurisdiction.
Upon the occurrence of any disputes arising from the interpretation and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
| 6. | Taxes and Fees |
Each Party shall pay any and all transfer and registration taxes, expenses, and fees incurred thereby or levied thereon in accordance with the laws of the PRC in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.
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| 7. | Notices |
| 7.1 | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, prepaid postage, commercial courier services, or facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows: |
| 7.1.1 | Notices given by personal delivery, courier services, registered mail, or prepaid postage shall be deemed effectively given on the date of receipt or refusal at the address specified for such notices. |
| 7.1.2 | Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of the transmission). |
| 7.2 | For the purpose of notices, the addresses of the Parties are as follows: |
| Party A: | Tencent Music (Beijing) Co., Ltd. |
| Address: | 0xx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx National Convention Center, Xx. 0 Xxxxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx |
| Attn: | TME Legal Management Department—Investment and M&A |
| Email: | [ ] |
| Party B: | Luo Yueting |
| Email: | [ ] |
| Party C: | Beijing Shangqin Culture Management Partnership (Limited Partnership) |
| Address: | 0xx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx National Convention Center, Xx. 0 Xxxxxxxx Xxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx |
| Attn: | TME Legal Management Department—Investment and M&A |
| Email: | [ ] |
| 7.3 | Any Party may at any time change its address for notices by having a notice delivered to the other Parties in accordance with the terms hereof. |
| 8. | Confidentiality |
The Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain the confidentiality of all such confidential information, and without obtaining the written consent of other Parties, it shall not disclose any relevant confidential information to any third parties, except for
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the information that: (a) is or will be featured in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, partners, appointed representatives of partners, directors, employees, legal counsels, or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, partners, appointed representatives of partners, directors, employees, legal counsels, or financial advisors shall be bound by the confidential obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, partners, appointed representatives of partners, directors, employees of, or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and that Party shall be held liable for breach of this Agreement.
| 9. | Further Warranties |
The Parties agree to promptly execute the documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and to take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.
| 10. | Breach of Agreement |
| 10.1 | If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B or Party C to compensate all damages This Section 10 shall not prejudice any other rights of Party A herein. |
| 10.2 | Party B or Party C shall not have any right to terminate this Agreement in any event unless otherwise required by the applicable laws. |
| 11. | Force Majeure Event |
| 11.1 | “Force Majeure Event” means any event that is beyond one Party’s scope of reasonable control, and is unavoidable under the affected Party’s reasonable care, including but not limited to, natural disasters, wars, riots, etc. However, lack of credit, funding or financing may not be considered as beyond one Party’s reasonable control. When the implementation of this Agreement is delayed or hindered due to any Force Majeure Event, the affected Party shall not bear any liability for such delayed and hindered performance under this Agreement. The Party affected by Force Majeure Event seeking to waive any liability under this Agreement shall notify the other Party as soon as possible of the exemption and the steps to be taken to complete the performance. |
| 11.2 | The Party affected by Force Majeure Event shall not bear any liability under this Agreement. The Party seeking to waive liability can only be exempted when he affected Party has made reasonable and feasible efforts to perform this Agreement and such exemption shall be limited to such delayed and hindered performance. Once the reasons for such exemption are corrected and remedied, the Parties agree to use their best efforts to perform this Agreement. |
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| 12. | Miscellaneous |
| 12.1 | Amendments, changes, and supplements |
Any amendments, changes, and supplements to this Agreement shall require the execution of a written agreement by all of the Parties.
| 12.2 | Entire agreement |
Except for the amendments, supplements, or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written consultations, representations, and contracts reached with respect to the subject matter of this Agreement.
| 12.3 | Headings |
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain, or otherwise affect the meanings of the provisions of this Agreement.
| 12.4 | Language |
This Agreement is written in Chinese in three (3) originals, with each Party having one copy.
| 12.5 | Severability |
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal, or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality, or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal, or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by the relevant laws and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal, or unenforceable provisions.
| 12.6 | Successors |
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.
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| 12.7 | Survival |
| 12.7.1 | Any obligations that occur or are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof. |
| 12.7.2 | The provisions of Sections 5, 8, 10 and this Section 12.7 shall survive the termination of this Agreement. |
| 12.8 | Waivers |
Any Party may waive the terms and conditions of this Agreement, provided that such waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall be deemed as a waiver by such Party with respect to any similar breach in other circumstances.
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IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Exclusive Option Agreement as of the date first above written.
| Party A: | Tencent Music (Beijing) Co., Ltd. |
/s/ Tencent Music (Beijing) Co., Ltd.
[Company Chop is affixed]
| Party B: | Luo Yueting |
By: /s/ Luo Yueting
| Party C: | Beijing Shangqin Culture Management Partnership (Limited Partnership) |
/s/ Beijing Shangqin Culture Management Partnership (Limited Partnership)
[Company Chop is affixed]
Signature Page of Exclusive Option Agreement between Tencent Music (Beijing) Co., Ltd. and
Luo Yueting and Beijing Shangqin Culture Management Partnership (Limited Partnership)
