Agreement
Exhibit 10.40
This Agreement (this “Agreement”) is entered into by and among the parties below as of December 28, 2013 in Shenzhen, People’s Republic of China (“PRC”):
000.XXX LIMITED (“000.XXX”), a company established and existing under the laws of Cayman Islands, with its address at Floor 0, Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, P.O. Box 2804, Grand Cayman;
E-Sun Sky Computer (Shenzhen) Co., Ltd. (“E-Sun Sky Computer”), a wholly foreign owned enterprise, established and existing under the laws of the PRC, with its address at Room 3-A, Complex Building (including affiliated equipment room), Shenxianling Sports Center, Central City, Longgang District, Shenzhen;
Xxxx Xxxx, a Chinese citizen with Chinese Identification No.: 000000000000000000.
The above parties shall be collectively referred to as the “Parties”.
Whereas:
| A. | Xxxx Xxxx is a shareholder of Shenzhen Guangtiandi Technology Co., Ltd. (a limited liability company established and existing under the laws of the PRC, with its address at Room 2-A (only for business purposes), Complex Building (including affiliated equipment room), Shenxianling Sports Center, Central City, Longgang District, Shenzhen, “Guangtiandi”); |
| B. | E-Sun Sky Computer is a subsidiary wholly owned by 000.XXX in Shenzhen, PRC; |
The Parties hereby acknowledge certain financial and other matters regarding Guangtiandi as follows:
| 1. | 000.XXX acknowledges and undertakes that, since the date of this Agreement (“Effective Date”), when needed by Guangtiandi, 000.XXX agrees to provide unconditional financial support, either by itself or through its wholly-owned subsidiary in China—E-Sun Sky Computer, to Xxxx Xxxx in ways permitted by the PRC laws and regulations (“Financial Support”). Xxxx Xxxx agrees to accept such Financial Support in ways permitted by the PRC laws and regulations and undertakes to use unconditionally such Financial Support only for providing funds to Guangtiandi so as to develop its business. |
| 2. | If 000.XXX provides Financial Support by itself or through E-Sun Sky Computer, the repayment due date and method will be negotiated and determined by the Parties separately. To the extent permitted by the PRC laws and other applicable laws, if Xxxx Xxxx exempts the repayment obligations of Guangtiandi as needed by Guangtiandi, 000.XXX agrees, either by itself or by instructing E-Sun Sky Computer, to exempt the repayment obligations of Xxxx Xxxx. |
| 3. | Xxxx Xxxx agrees that, to the extent permitted by the PRC laws and other applicable laws, if needed by Guangtiandi, Xxxx Xxxx may exempt the repayment obligations of Guangtiandi. |
| 4. | E-Sun Sky Computer and Xxxx Xxxx hereby agree and acknowledge that, since the Effective Date, the agreement entered into by and between E-Sun Sky Computer and Xxxx Xxxx on June 1, 2011 (“Original Financial Support Agreement”) shall be terminated. The rights and obligations of E-Sun Sky Computer and Xxxx Xxxx under the Original Financial Support Agreement shall be terminated, and the rights and obligations under the Original Financial Support Agreement that have not been performed shall no longer be performed. The rights and obligations that have already been performed under the Original Financial Support Agreement shall not be affected by the termination of the Original Financial Support Agreement. |
| 000.XXX LIMITED | ||
| By: | /s/ Man San Law | |
| Name: | Man San Law | |
| Title: | Director | |
| E-Sun Sky Computer (Shenzhen) Co., Ltd. | ||
| By: | /s/ Xxxx Xxx | |
| Name: | Xxxx Xxx | |
| Title: | Legal Representative | |
|
Xxxx Xxxx | ||
| By: | /s/ Xxxx Xxxx | |
