Exclusive Call Option Agreement

Exhibit 10.15

English translation

The Exclusive Call Option Agreement (“this Agreement”) is signed by the following parties in the People’s Republic of China (“the PRC”, for the purpose of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) on November 29, 2018:

Party A: Xizhang (Shanghai) Internet Technology Co., Ltd.

Address: 3/F, Xx. 000 Xxxxxxxxxx Xxxx, Xxxxx (Xxxxxxxx) Pilot Free Trade Zone

Party B: As shown in Attachment I;

Party C: Shenzhen Tianbo Internet Media Limited

Address: Xxxx 0000, 00/X, Xxxxxxx Xxxxxxxx, Xx. 0000 Xxxxxxx Middle Road, Futian District, Shenzhen

(Party A, Party B and Party C may be referred to individually as a “Party” or collectively as “Parties”.)

Whereas:

Party A is a wholly foreign-owned enterprise registered in China, and its sole shareholder is a Hong Kong subsidiary of Ximalaya Inc. (“Cayman Company”), a shareholding platform established in the Cayman Islands; the actual controllers of the Cayman Company are Xxxxxxx Xx and Xxxxx Xxxx (“Actual Controllers of Party C”);

2.	Party B is a shareholder of Party C. Its shareholding of Party C as of the effective date of this Agreement is set forth in Attachment I;

3.	The Actual Controllers of Party C, Cayman Company and other related parties signed a Share and Warrant Purchase Agreement on November 29, 2018 (“Cayman Share Purchase Agreement”).

Therefore, the Parties reach the following agreement after negotiation:

Article 1 Equity Trading

1.1

Granting of rights

Party B hereby irrevocably grants an irrevocable option to Party A, based on which, Party A is entitled to, subject to the permission of Chinese laws, purchase or designate one or several persons (the “Designee”) to purchase from Party B all or part of the equity in Party C held by Party B in lump sum or in installments at the price set forth in Article 1.3 hereof pursuant to the exercise steps it determines at its sole discretion (the “Option”). Except for Party A and the Designee, no other person shall be entitled to the Option or other rights related to Party B’s equity. Party C hereby agrees to Party B’s granting of the Option to Party A. “Person” as used in this Article and this Agreement means an individual, company, joint venture, partnership, enterprise, trust or non-corporate organization.

1.2

Exercise steps

Party A’s exercise of the Option is subject to the laws and regulations of China. When exercising the Option, Party A shall provide Party B with a written notice (the “Equity Purchase Notice”), which shall state: (a) the decision of Party A or the Designee on the exercise of the Option; (b) the equity amount that Party A or the Designee intends to purchase from Party B (the “Purchased Equity”); and (c) the date of purchase/date of transfer of the Purchased Equity.

1.3

Equity purchase price

The total price at which Party A exercises the Option to purchase all the equity held by Party B in Party C shall be the minimum price permitted by Chinese laws (the “Equity Purchase Price”).

1.4

Transfer of the Purchased Equity

Each time when Party A exercises the Option:

1.4.1

Party B shall cause Party C to hold the general meeting in time and approve the resolution on the transfer of the Purchased Equity by Party B to Party A and/or the Designee (if involved);

1.4.2

Party B shall obtain the written statements of other shareholders of Party C to agree to the transfer and waive the right of preemption for its transfer of the Purchased Equity to Party A and/or the Designee (if involved);

1.4.3

Party B shall sign the equity transfer contract with Party A and/or the Designee (as the case may be) for each transfer according to the provisions of this Agreement and the Equity Purchase Notice;

1.4.4

The parties shall sign all the other necessary contracts, agreements and documents, obtain all the necessary government approvals and permissions and take all the necessary actions to transfer the valid title of the Purchased Equity to Party A and/or the Designee and make Party A and/or the Designee the registered owner of the Purchased Equity, free of any security interest. For the purpose of this Article and this Agreement, the “Security Interest” includes the security, mortgage, third party rights or interests, any purchase, acquisition, preemption, set-off, retention of title or other security arrangements, but for the sake of clarity, excludes any Security Interest arising under this Agreement, Party B’s Equity Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Pledge Agreement” set forth in this Agreement means the equity pledge agreement signed by Party A, Party B and Party C on the date of this Agreement and any of its amendments, revisions and restatements. “Party B’s Power of Attorney” set forth in this Agreement means the power of attorney executed by Party B on the date of this Agreement and any of its amendments, revisions and restatements.

Article 2 Undertakings

2.1

Undertakings concerning Party C

Party B (as a shareholder of Party C) and Party C undertake that from the effective date of this Agreement:

2.1.1

Without the prior written consent of Party A, they shall not supplement, alter or modify the articles of association of Party C in any form, increase or decrease its registered capital, or otherwise change its registered capital structure;

2.1.2

They shall maintain the viability of Party C, obtain and maintain all the government permits and licenses necessary for the business of Party C, conduct its business and handle its affairs prudently and efficiently in accordance with sound financial and business standards and practices;

2.1.3

Without the prior written consent of Party A, they shall not, at any time from the effective date of this Agreement, sell, transfer, mortgage or otherwise dispose of the legal or beneficial interests of any major asset, business or revenue of Party C which is more than RMB1,000,000, or create any Security Interests thereon;

2.1.4

Without the prior written consent of Party A, they shall not incur, assume, guarantee or permit the existence of any liability of more than RMB1,000,000, except for the accounts payable arising in the normal or ordinary course of business other than by borrowing money;

2.1.5

Without the prior written consent of Party A, they shall not allow Party C to sign any major contract other than those executed in the ordinary course of business (for the purpose of this paragraph, if the total amount of a contract exceeds RMB1,000,000, it shall be deemed as a major contract) ;

2.1.6

Without the prior written consent of Party A, Party C shall not provide any loan or credit of any kind for any Person；

2.1.7

They shall provide all the information concerning the operations and financial position of Party C to the Party A upon its request；

2.1.8

When required by Party A, Party C shall purchase and maintain insurance with the insurance company acceptable to Party A, with the amount and type of coverage being the same as would be purchased by companies operating similar businesses;

2.1.9

Without the prior written consent of Party A, Party C shall not merge or be consolidated with any Person, or acquire or invest in any Person in excess of RMB1,000,000 in total.

2.1.10

They shall promptly notify Party A of any litigation, arbitration or administrative proceedings that have occurred or may occur with respect to assets, business or revenue of Party C;

2.1.11

They shall execute all necessary or proper documents, take all necessary or proper actions and file all necessary or proper complaints or defend all necessary and proper claims to maintain Party C’s ownership of all its assets;

2.1.12

Without the prior written consent of Party A, they shall not pay dividends in any form to shareholders. However, at the request of Party A, Party C shall immediately distribute all of its distributable profits to its shareholders;

2.1.13

They shall appoint any Person designated by Party A as a director or senior executive of Party C at the request of Party A;

2.1.14

Without the prior written consent of Party A, they shall not engage in any businesses competing with Party A or the affiliates of Party A; and

2.1.15

Without the prior written consent of Party A, Party C shall not be dissolved or liquidated, unless under the mandatory requirements of Chinese laws.

2.2

Undertakings of Party B

Party B undertakes that from the effective date of this Agreement:

2.2.1

Without the prior written consent of Party A, it shall not sell, transfer, mortgage or otherwise dispose of any of its legal or beneficial interests in the equity of Party C or permits the creation of any other Security Interest thereon, except for the Security Interest created according to Party B’s Equity Pledge Agreement and Party B’s Power of Attorney;

2.2.2

It shall cause the general meeting and/or directors of Party C not to approve the sales, transfer, mortgage or other disposal of any of its legal or beneficial interests in the equity of Party C or the creation of any other Security Interest thereon without the prior written consent of Party A, except for the Security Interest created according to Party B’s Equity Pledge Agreement and Party B’s Power of Attorney;

2.2.3

Without the prior written consent of Party A, it shall cause the general meeting and/or directors (or executive directors) of Party C not to approve the merger or consolidation of Party C with any Person, or Party C’s acquisition of or investment in any Person in excess of RMB 1,000,000 in total;

2.2.4

It shall promptly notify Party A of any litigation, arbitration or administrative proceedings that have occurred or may occur with respect to the equity it owns;

2.2.5

It shall cause the general meeting or the directors of Party C to vote in favor of the transfer of the Purchased Equity under the Agreement and take any other action at the request of Party A；

2.2.6

It shall execute all necessary or proper documents, take all necessary or proper actions and file all necessary or proper complaints or defend all necessary and proper claims to maintain its ownership of the equity;

2.2.7

It shall appoint any Person designated by Party A as a director or senior executive of Party C at the request of Party A;

2.2.8

Party B hereby waives its right of preemption with respect to the transfer of equity by other shareholders of Party C to Party A

(if any), agrees that other shareholders of Party C may enter into the exclusive option agreement, equity pledge agreement and power of attorney with Party A and Party C similar to this Agreement, Party B’s Equity Pledge Agreement and Party B’s Power of Attorney, and warrants that it will not take any action in conflict with any such documents signed by other shareholders;

2.2.9

If Party B receives any profits, dividends, bonuses or liquidation proceeds from Party C, Party B shall promptly grant such amounts to Party A or any Person designated by Party A, subject to the permission of laws of China; and

2.2.10

It shall strictly comply with the provisions of the Agreement and other agreements entered into jointly or separately by Party B, Party C and Party A, and earnestly perform all obligations under such contracts, and shall not perform any action or omission that may affect the validity and enforceability of such agreements. If Party B retains any rights in respect of the Equity under the Agreement Party B’s Equity Pledge Agreement and Party B’s Power of Attorney, Party B shall not exercise such rights unless directed in writing by Party A.

Article 3 Representations and Warranties

Party B and Party C hereby jointly and separately represent and warrant to Party A on the effective date of this Agreement and each transfer day that:

3.1

It has the power, capacity and authority to execute and deliver this Agreement and any equity transfer contract to which it is a party and signed for the transfer of the Purchased Equity according to this Agreement (the “Transfer Contract”) and perform its obligations under this Agreement and any transfer contract. Party B and Party C agree that when Party A exercises the equity option, they will sign a transfer contract consistent with the terms of this Agreement. When taking effect, this Agreement and each of the Transfer Contracts to which it is a party, constitute or will constitute a legal, valid and binding obligation on it and enforceable in accordance with its terms;

3.2

Party B and Party C have obtained the consent and approval (if necessary) of the third party and the government authorities for the execution, delivery and performance of this Agreement；

3.3

The execution and delivery of this Agreement or any Transfer Contract, or the performance of the terms and conditions of this Agreement or any Transfer Contract will not: (i) violate any applicable Chinese laws; (ii) contravene the articles of association or other constitutional documents of Party C; (iii) result in a breach of any contract or document to which it is a party or is binding on it, or constitute a breach of any contract or document to which it is a party or that is binding on it, unless prior written notice of such circumstances has been given to Party A; (iv) result in the breach of any condition relating to the grant and/or continued validity of any license or approval granted to any party; or (v) result in termination or cancellation or imposition of additional conditions of any license or approval granted to any party.

3.4

Party B has a good and marketable ownership of the equity in Party C it holds, and does not create any Security Interests on the aforesaid equity except for those created according to Party B’s Equity Pledge Agreement and Party B’s Power of Attorney and disclosed in writing to Party A;

3.5

Party C has a good and marketable ownership of all its assets, and does not create any Security Interests on the aforesaid assets except for the Security Interests (i) that are created in the ordinary course of business; and (ii) that have been disclosed in writing to Party A;

3.6

Party C has no outstanding material matured indebtedness, except for (i) the liabilities incurred in the ordinary course of its business; and (ii) the liabilities that have been disclosed to and approved in writing by Party A;

3.7

Party C complies with all the laws and regulations applicable to asset acquisition; and

3.8

There are no major litigation, arbitration or administrative proceedings pending or threatened in connection with the equity or in which Party C is a defendant or is a plaintiff in the relevant counterclaim, except for the litigation, arbitration or administrative proceedings that have been disclosed to Party A.

Article 4 Validity Period

This Agreement shall take effect on the issue date set forth in the Cayman Share Purchase Agreement after it is duly signed/stamped by the parties (“Effective Date”). This Agreement shall terminate when all the equity of Party C held by Party B is legally transferred to Party A and/or its Designee according to this Agreement.

Article 5 Applicable laws and Dispute Resolution

5.1

Applicable Laws

The conclusion, effectiveness, interpretation, performance, modification, termination and dispute resolution of this Agreement shall be subject to the laws of China.

5.2

Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be submitted to Shanghai International Economic and Trade Arbitration Commission for arbitration, and the place of hearing shall be Shanghai. The arbitration tribunal shall consist of three arbitrators appointed in accordance with the Arbitration Rules: one appointed by the claimant, one appointed by the respondent, and one appointed by the first two arbitrators through consultation or by Shanghai International Economic and Trade Arbitration Commission. The arbitration shall be conducted in a confidential manner and the language of arbitration shall be Chinese. The arbitration award shall be final and binding on the parties. Where appropriate, the arbitration tribunal or arbitrators may determine remedies in respect of the shares or assets of the parties in accordance with the dispute settlement terms and/or applicable Chinese laws, including restrictions on the conduct of business, restrictions or prohibitions on the transfer or sale of shares or assets or the filing of winding-up of the parties. In addition, during the formation of the arbitration tribunal, the parties shall have the right to apply to any court of jurisdiction (including the courts of China, Hong Kong and the Cayman Islands) for the grant of interim relief. During the arbitration, except for the issue in dispute and under hearing, the parties shall continue to exercise their rights and perform their obligations under this Agreement.

Article 6 Taxes and Fees

Each Party shall bear any and all transfer and registration taxes, levies and fees incurred or levied on such Party in connection with the preparation and execution of this Agreement and the Transfer Contracts and the completion of the transactions contemplated herein and the Transfer Contracts under the laws of China.

Article 7 Notices

7.1

All notices and other communications required or given under this Agreement shall be delivered by hand, registered mail (with postage prepaid) or commercial courier service or by facsimile. Each notice shall also be sent by email. The notice shall be deemed as effectively served as of the following dates:

7.1.1

In case of delivery by hand (including express mail service), the date of service shall be the date of receipt;

7.1.2

In case of delivery by registered mail (with postage prepaid), the date of service shall be the 15th day after the date indicated on the return receipt of the registered mail;

7.1.3

In case of delivery by facsimile, the date of service shall be the date indicated on the fax machine, provided that the fax is delivered later than 5 p.m., or on a non-business day at the place of delivery, the date of service shall be the next business day shown on the date record.

Article 8 Confidentiality Obligations

The parties acknowledge and confirm that the contents of this Agreement and any oral or written information exchanged with each other in connection with the preparation or performance of this Agreement shall be considered confidential information. The parties shall keep all the confidential information confidential and shall not disclose any confidential information to any third party without the prior written consent of the other parties, except for the following information: (a) Any information known or expected to become known to the public (provided that it is not disclosed to the public by one of the receiving parties); (b) any information required to be disclosed under applicable laws and regulations, stock trading rules, or orders of government authorities or courts; or (c)

information to be disclosed by either Party to its shareholders, directors, employees, and legal or financial advisers in connection with the transactions contemplated under this Agreement, provided that such shareholders, directors, employees, and legal or financial advisers shall be subject to the confidentiality obligations similar to those in this Article. Any disclosure by any shareholder, director, employee or employer of any party shall be deemed as the disclosure by that Party, who shall be liable for breach of contract in accordance with this Agreement.

Article 9 Further Warranty

The Parties agree to promptly execute such documents as may be reasonably necessary or favorable for the implementation of the provisions and purposes of this Agreement and to take such further action as may be reasonably necessary or favorable for the implementation of the provisions and purposes of this Agreement.

Article 10 Liabilities for Breach

10.1

If Party B or Party C substantially breaches any covenant made under this Agreement, Party A has the right to terminate this Agreement and/or Require Party B or Party C to compensate for the damages; and this Article 10 shall not preclude any other rights of Party A under this Agreement;

10.2

Unless otherwise specified by laws, Party B or Party C shall have no right to terminate or rescind this Agreement under any circumstances.

Article 11 Miscellaneous

11.1

Amendment modification and supplement

This Agreement shall be amended, modified and supplemented only by a written agreement signed by each party.

11.2

Entire agreement

Except as amended, supplemented or modified in writing after execution of this Agreement, this Agreement constitutes the entire contract between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether oral or written, with respect to the subject matter hereof.

11.3

Headings

The headings of this Agreement are for convenience only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

11.4

Severability

If any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect under any law or regulation, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way. The Parties shall seek to replace the invalid, illegal or unenforceable provisions with those which are legally permissible and effective to the maximum extent desired by the Parties through consultations in good faith, provided that the economic effects of such effective provisions shall be as similar as possible to those of ineffective, illegal or unenforceable provisions.

For the avoidance of doubt, the rights and obligations of any subject in Party B under this Agreement are separate and independent, and it shall not bear any joint and several liability for any other subjects in Party B.

11.5

Successor

This Agreement shall be binding on and for the benefit of the successors and permitted assignees of each party.

11.6

Survival

11.6.1

Any obligations incurred or due under this Agreement prior to the expiration or early termination of this Agreement shall survive the expiration or early termination of this Agreement.

11.6.2

Articles 5, 8, 10 and this Article 11.6 shall survive the termination of this Agreement.

11.7

Waiver

Any waiver of the terms and conditions of this Agreement by any party shall be made in writing and signed by the parties. A waiver by a party in respect of a breach by another party in one case shall not be deemed to be a waiver by such party in respect of a similar breach by another party in another case.

11.8

Language and text

This Agreement shall be made in Chinese in quadruplicate, with each party holding one duplicate.

(No text below this page)

IN WITNESS WHEREOF, the parties have caused their authorized representatives to sign this Exclusive Call Option Agreement on the date first set forth above, which takes effect on the effective date hereof.

Xxxxxxx Xx

Signatory: /s/ Xxxxxxx Xx

Shenzhen Tianbo Internet Media Limited (Seal)

/s/ Shenzhen Tianbo Internet Media Limited

Signatory: /s/ Xxxxxxx Xx

Xizhang (Shanghai) Internet Technology Co., Ltd. (Seal)

/s/ Xizhang (Shanghai) Internet Technology Co., Ltd.

Signatory: /s/ Xxxxxxx Xx

Xxxxx Xxxx

Signatory: /s/ Xxxxx Xxxx

Attachment I


Party B		Registered capital of Party C held (RMB)
Xxxxx Xxxx		5,000,000
Xxxxxxx Xx		5,000,000

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Exclusive Call Option Agreement

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