SHARE PURCHASE AGREEMENT

Exhibit 4.24

SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS

			Pages
1.	Definitions		3
2.	Purchase and Sale of Shares		7
	2.1	Shares.	7
	2.2	Consideration.	7
	2.3	Closing.	7
3.	Representations and Warranties of the Seller.		7
	3.1	Authorization.	7
	3.2	Group Structure.	8
	3.3	Capitalization of the Company.	8
	3.4	Compliance with Laws and Other Instruments.	8
	3.5	Governmental Consents and Filings.	9
	3.6	Financial Statements.	9
	3.7	Material Contracts.	9
	3.8	Enforceability.	10
	3.9	No Insolvency.	10
	3.10	Absence of Certain Changes.	10
	3.11	Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions.	11
	3.12	No Litigation.	12
4.	Representations and Warranties of the Purchaser.		12
	4.1	Authorization.	12
	4.2	Organization and Good Standing.	13
	4.3	Compliance with Laws and Other Instruments.	13
	4.4	Governmental Consents and Filings.	13
	4.5	Purchase Entirely for Own Account.	13
	4.6	Enforceability.	13
5.	Covenants and Agreements of the Seller.		13
	5.1	Access and Investigation.	13
	5.2	Operation of the Group Business.	14
	5.3	Negative Covenants.	14
	5.4	Notification.	15
	5.5	Best Efforts.	16
6.	Covenants and Agreement of the Purchaser.		16
	6.1	Trading of the Seller’s Securities.	16
	6.2	Notification.	16
	6.3	Best Efforts.	16
7.	Conditions to the Purchaser’s Obligations at Closing.		16
	7.1	Representations and Warranties.	17
	7.2	Performance.	17
	7.3	Compliance Certificate.	17

8.	Conditions of the Seller’s Obligations at Closing.		17
	8.1	Representations and Warranties.	17
	8.2	Performance.	17
	8.3	Compliance Certificate.	17
9.	Termination.		17
	9.1	Termination Events.	17
	9.2	Effect of Termination.	18
10.	Indemnification and Remedies.		18
	10.1	Survival.	18
	10.2	Indemnification.	19
	10.3	Third-Party Claims.	19
	10.4	Indemnitee Negligence.	21
	10.5	Limitation on Indemnification.	21
11.	Confidentiality and Press Release		21
	11.1	Disclosure of Terms.	21
	11.2	Press Release.	21
	11.3	Permitted Disclosure.	21
	11.4	Legally Required Disclosure.	22
	11.5	Other Information.	22
12.	Miscellaneous		23
	12.1	Fees and Expenses.	23
	12.2	No Finder’s Fees.	23
	12.3	Default in Payment.	23
	12.4	Further Assurances.	23
	12.5	Entire Agreement.	23
	12.6	Modification.	23
	12.7	Assignments and Successors.	24
	12.8	No Third-Party Rights.	24
	12.9	Remedies Cumulative.	24
	12.10	Governing Law.	24
	12.11	Dispute Resolution.	24
	12.12	Attorney’s Fees.	24
	12.13	Enforcement of Agreement.	25
	12.14	No Waiver.	25
	12.15	Notices.	25
	12.16	Severability.	26
	12.17	Time of Essence.	26
	12.18	Counterparts and Electronic Signatures.	26

Schedule A	Organization Chart of the Group
Schedule B	Financial Statements
Schedule C	Material Contracts

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SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 7, 2015 by and among Century Winning Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands, (the “Purchaser”) and Wowo Limited, a company with limited liability incorporated under the laws of the Cayman Islands (the “Seller”). Each of the Purchaser and the Seller is referred to as a “Party” and collectively as “Parties.”

WHEREAS, the Seller desires to sell, and the Purchaser desires to purchase, all of the issued and outstanding ordinary shares of Wowo Group Limited (the “Company”), a company with limited liability incorporated British Virgin Islands, for the consideration and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Definitions

The following terms used in this Agreement shall be construed to have the meaning set forth or referenced below.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, Controls, is Controlled by, or is under common Control with such specified Person, including, without limitation, any officer, director, employee, member, partner or shareholder of such Person and any venture capital fund now or hereafter existing that is Controlled by or under common Control with one or more general partners or managing members of, or shares the same management company with, such Person.

“Agreement” has the meaning given to it in the preamble of this Agreement.

“Balance Sheet Date” means July 31, 2015.

“Cash Consideration” has the meaning given to it in Section 2.2.

“Charter Documents” of a Person means, as applicable, such Person’s memorandum and articles of association, certificate or articles of incorporation, by-laws, partnership agreement, joint venture agreements, formation agreement, limited liability company agreement, business licenses, regulations of its board of directors, regulations of the board of supervisors or statutory auditors, regulations of stock handling, commercial register, all minutes and resolutions with respect to board and shareholders’ meetings, and other organizational documents.

“Closing” has the meaning given to it in Section 2.3(a).

“Company” has the meaning given to it in the preamble of this Agreement.

“Company Financial Statement” has the meaning given to it in Section 3.6(a).

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“Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, software, mask works, information and proprietary rights and processes as are necessary to the conduct of the Group Company’s business as now conducted in all material respects.

“Confidential Information” has the meaning given to it in Section 11.1.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than fifty percent (50%) of the voting power in such other Person. The term “Controlled” has the meaning correlative to the foregoing.

“Disclosing Party” has the meaning given to it in Section 11.4.

“Exchange Act” means the United States Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Authority” means (a) any nation or government or any nation, federal, state, province, municipality, local, autonomous region or any other political subdivision thereof; (b) any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, including any entity or enterprise owned or controlled by a government, or a public international organization; or (c) any court, tribunal or arbitrator.

“Group” means, collectively, the Company, HK Sub, WFOE Sub, VIE Subs and each of the VIE Sub’s Subsidiaries set forth in Schedule A.

“Group Company” means any member of the Group, individually, and “Group Companies” means two or more members of the Group, collectively.

“Xxxxx Xxxxxxxx Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Group, taken as a whole.

“HK Sub” means Wowo Mall (China) Ltd.

“HKIAC” has the meaning given to it in Section 12.11.

“Indemnified Person” has the meaning given to it in Section 10.2.

“Indemnifying Person” has the meaning given to it in Section 10.2.

“Key Employee” means any executive-level employee (including division director and vice president-level positions).

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“knowledge” means (i) with respect to the Seller, actual knowledge of executive-level employees of the Group or (ii) with respect to the Purchaser, actual knowledge of executive-level employees of the Purchaser.

“Law” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law), official policy, rule or interpretation of any Governmental Authority with jurisdiction over the Group Companies, the Seller or the Purchaser, as the case may be.

“Lien” means any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, charge, option, right of first offer, negotiation or refusal, proxy, lien, charge, adverse claim or other restrictions (including restrictions on transfer), or limitations of any nature whatsoever, including such liens as may arise under any contract.

“Long-Stop Date” has the meaning given to it in Section 9.1(c).

“Material Contracts” has the meaning given to it in Section 3.7.

“Party” has the meaning given to it in the preamble of this Agreement.

“Person” means any individual, corporation, partnership, trust, limited liability company, company limited by shares, unincorporated association or other entity.

“PRC” means the People’s Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and the Separate Customs Territory of Taiwan, Penghu, Kinmen and Matsu.

“PRC GAAP” means the generally accepted accounting principles in the PRC.

“PRC Laws” means any treaty, statute, act, law, rule, regulation and regulatory documents publicly announced by the PRC governments (including the central, provincial, municipal and local governments), and the amendments, additions, and interpretations made at any time with respect to these laws.

“Public Official” has the meaning given to it in Section 3.11(a).

“Purchaser” has the meaning given to it in the preamble of this Agreement.

“Purchaser’s Advisors” has the meaning given to it in Section 5.1.

“Purchaser Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Purchaser, taken as a whole.

“Regulation S” means Regulation S of the Securities Act.

“SEC” means the U.S. Securities and Exchange Commission.

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“SEC Documents” means all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by the Seller with the SEC (all of foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to).

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller” has the meaning given to it in the preamble of this Agreement.

“Shares” means all of the issued and outstanding ordinary shares of the Company, par value US$0.01 per share.

“Subsidiary” of any Person means any other Person of which at least fifty percent (50%) of the outstanding voting securities or other voting equity interests are owned, directly or indirectly, by such first Person and, for the avoidance of doubt, shall include any variable interest entity over which such Person or any of its Subsidiaries effects Control pursuant to contractual arrangements and which is consolidated with such Person in accordance with generally accepted accounting principles applicable to such Person;

“Tax” or “Taxes” means any and all national, federal, state, provincial, municipal and local taxes of any country, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, capital gains, sales, use and occupation, and value added, ad valorem, stamp transfer, franchise, building, vehicle, land use, land appreciation, city and rural construction, tariff, withholding, payroll, recapture, employment, additional education, excise and property taxes, adjustment taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity;

“Tax Return” means any return, report declaration, filing form, claim for refund or information return or statement relating to Tax, including any schedule or attachment thereto and any amendment thereof. “Third-Party Claim” means any claim against any Indemnified Person by a third party.

“Transaction Documents” means this Agreement and all other agreements, instruments or documents entered into in connection with this Agreement.

“Transactions” means the transactions contemplated by the Transaction Documents.

“US GAAP” means the generally accepted accounting principles in the United States.

“VIE Sub” means Beijing Wowo Xxxx Information Technology Co., Ltd. or Beijing Xxx Xx Shi Dai Network Technology Co., Ltd., and collectively, “VIE Subs”.

“VIE Financial Statements” has the meaning given to it in Section 3.6(c).

“WFOE Financial Statements” has the meaning given to it in Section 3.6(b).

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“WFOE Sub” means Beijing Wowo Shijie Information Technology Co., Ltd.

2. Purchase and Sale of Shares

2.1 Shares.

Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants contained in this Agreement, at the Closing, the Purchaser shall purchase the Shares from the Seller, and the Seller shall sell and transfer all the Shares it holds in in the Company, which represents 100% of the Shares of the Company.

2.2 Consideration.

The total consideration to be paid by the Purchaser for all Shares shall be US$1.00 in cash (the “Cash Consideration”).

2.3 Closing.

(a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on September 9, 2015, or at such other time and place as the Purchaser and the Seller mutually agreed upon, orally or in writing (which time and place are designated as the “Closing”). The Closing will be deemed to be effective as of the close of business on the date of the Closing for tax and accounting purposes.

(b) At the Closing, in addition to the fulfillment of all conditions set forth in Section 7 of this Agreement, the Seller shall deliver to the Purchaser a certified copy of the register of members of the Company after giving effect to the transfer of Shares of the Company to the Purchaser at the Closing.

(c) At the Closing, the Purchaser shall, pay the Cash Consideration to the Seller by wire transfer of immediately available funds to the Seller pursuant to written wire transfer instructions delivered to the Purchaser.

3. Representations and Warranties of the Seller.

The Seller hereby represents and warrants to the Purchaser that the following representations are true and complete as of the date hereof and will be true and correct as of the date of the Closing, except as otherwise indicated.

3.1 Authorization.

Each of the Seller and the Company has full power and authority to enter into the Transaction Documents. The Transaction Documents to which the Seller or the Company is a party, when executed and delivered by the Seller or the Company, will constitute valid and legally binding obligations of the Seller or the Company enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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3.2 Group Structure.

Each of the Seller and the Group Company is a company duly organized, validly existing, and in good standing under in the jurisdiction of its organization. Each of the Company and its Subsidiaries has all requisite power and authority to carry on its business as it is currently being conducted.

(a) Schedule A sets forth a true and complete organization chart of the Group. The Company owns 100% of the equity and voting interests of the HK Sub, which then owns 100% of the equity and voting interest of the WFOE Sub. Except as disclosed in the SEC Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights, except for such rights which may be held by the Company) or agreements, orally or in writing, for the purchase of any equity or other ownership interest of the Group Company. Except as disclosed in the SEC Documents, no Group Company has obligations of any kind to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise) to any other Person.

(b) The VIE Subs have been duly organized and are validly existing under the PRC Laws. The VIE Subs have obtained all necessary approvals, authorizations, consents and orders, and has made all filings that are required under the PRC Laws, for the ownership of their equity interests by each of their respective shareholders. The articles of association and other constitutive documents of the VIE Subs and their business license comply with the requirements of all PRC Laws and are in full force and effect. Each shareholder of the VIE Subs that is a legal entity has been duly organized and is validly existing under the PRC Laws.

3.3 Capitalization of the Company.

The Seller is the registered owner of all of the issued and outstanding ordinary shares of the Company, and all Shares are validly issued, fully paid and nonassessable. The Shares to be acquired by the Purchaser as of the Closing will be free and clear of all Liens.

There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of the Company, or any securities convertible into or exchangeable for shares of the Company.

3.4 Compliance with Laws and Other Instruments.

Each Group Company is in compliance with all applicable Laws in all aspects, except for those noncompliance where the failure to do so would not individually or in the aggregate have a Xxxxx Xxxxxxxx Adverse Effect.

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Except as otherwise disclosed in the SEC Documents, none of the Group Companies is in violation of its Charter Documents, shareholders agreements, as appropriate, or equivalent constitutive documents as in effect.

3.5 Governmental Consents and Filings.

Assuming the accuracy of the representations made by the Purchaser in Section  4 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any national, provincial, municipal, local, autonomous region and Governmental Authority is required on the part of any Group Company in connection with the consummation of the Transactions.

3.6 Financial Statements.

(a) The Company has delivered to the Purchaser the unaudited consolidated financial statements of the Group, including the balance sheet as of the Balance Sheet Date and the balance sheet for the year ended December 31, 2014 (the “Company Financial Statement”). A copy of the Company Financial Statements is attached hereto as Schedule B. To the knowledge of the Seller, the Company Financial Statements fairly present the financial condition and the results of operations in all material aspects as at the date of and for the period referred to in such financial statements, all in accordance with U.S. GAAP.

(b) The Company has delivered to the Purchaser the audited financial statements of the WFOE Sub, including the balance sheet as of December 31, 2014, the profit and loss statement and the cash flow statement for the year ended December 31, 2014, and the changes in stockholders’ equity as of December 31, 2014, including the notes thereto (the “WFOE Financial Statement”). A copy of the WFOE Financial Statements is attached hereto as Schedule B. The WFOE Financial Statements and their notes fairly present the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the WFOE Sub as at the respective dates of and for the period referred to in such financial statements, all in accordance with the PRC GAAP.

(c) The Company has delivered to the Purchaser the audited financial statements of the VIE Subs, including the balance sheet as of December 31, 2014, the profit and loss statement and the cash flow statement for the year ended December 31, 2014, and the changes in stockholders’ equity as of December 31, 2014, including the notes thereto (the “VIE Financial Statement”). A copy of the VIE Financial Statements is attached hereto as Schedule B. The VIE Financial Statements and their notes fairly present the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the VIE Subs as at the respective dates of and for the period referred to in such financial statements, all in accordance with the PRC GAAP.

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3.7 Material Contracts.

Except for all contracts, agreements and instruments (including all amendments thereto) to which the Group Company is a party and are required to be filed as exhibits in the SEC Documents by the Seller, Schedule C sets forth the following contracts:

(i) any contract entered into otherwise than in the ordinary course of business;

(ii) any agreement or arrangement otherwise than by way of bargain at arm’s length;

(iii) any obligations (contingent or otherwise) of, or payments to, the Group in excess of US$1,000,000; and

(iv) any obligation by a Group Company as a guarantor or indemnitor of any indebtedness of any other Person, other than standard director and officer indemnification agreements approved by the board of directors.

(each of the contracts required to be filed as material contracts in the SEC documents and the contracts set forth in Schedule C, a Material Contract and collectively, the “Material Contracts”)

Each Material Contract is in full force and effect and, to the knowledge of the Seller, enforceable against the counterparties of the Company or its Subsidiaries thereto, except where such failures to be in effect or enforceable would not reasonably be expected to have a Xxxxx Xxxxxxxx Adverse Effect. The Company and its Subsidiaries and, to the knowledge of the Seller, each other party thereto, are not in default under, or in breach or violation of, any Material Contract, except where such default, breach or violation would not reasonably be expected to have a Xxxxx Xxxxxxxx Adverse Effect.

3.8 Enforceability.

The Transaction Documents, when executed and delivered by the Seller, shall constitute valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except in each case as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.9 No Insolvency.

(a) No order has been made, or petition presented, or resolution passed for the winding-up of any Group Company.

(b) No Group Company is insolvent.

(c) There are no circumstances which would entitle any Person to successfully present a petition for the winding-up or administration of any Group Company or to appoint a receiver over the whole or any part of the undertaking or assets of any Group Company.

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3.10 Absence of Certain Changes.

Since the Balance Sheet Date, there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of the Group from that reflected in the financial statements provided to the Purchaser, except changes in the ordinary course of business that have not caused, in the aggregate, a Xxxxx Xxxxxxxx Adverse Effect;

(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Xxxxx Xxxxxxxx Adverse Effect;

(c) any change to a contract or agreement by which any Group Company or any of its assets is bound or subject, except changes that have not caused, in the aggregate, a Xxxxx Xxxxxxxx Adverse Effect;

(d) any mortgage, pledge, transfer of a security interest in, or Lien, created by a Group Company, with respect to any of its material properties or assets, except Liens that arise in the ordinary course of business and do not materially impair that Group Company’s ownership or use of such property or assets;

(e) any loans or guarantees made by a Group Company to or for the benefit of its officers, directors, employees, agent, representative, consultants or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(f) any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s share capital, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by a Group Company; or

(g) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Xxxxx Xxxxxxxx Adverse Effect.

3.11 Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions.

(a) To the knowledge of the Seller, no Group Company or any officer, director, employee, agent, representative, consultant or any other Person associated with or acting for or on behalf of any Group Company, has offered, paid, promised to pay, or authorized the payment of any money, or offered, given a promise to give, or authorized the giving of anything of value, to any officer or employee or other Person acting in an official capacity for or on behalf of any Governmental Authority (including any entity or enterprise owned or controlled by a government), to any political party or official thereof or to any candidate for political office (or to any Person where a Group Company, its officer, director, employee, agent, representative, consultant or any other Person associated with or acting for or on behalf of the Group Company knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any of the foregoing) (a “Public Official”) for the purposes of:

(i) (x) influencing any act or decision of such Public Official, (y) inducing such Public Official to do or omit to do any act in violation of the lawful duty of such Public Official, or (z) securing any improper advantage; or

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(ii) inducing such Public Official to use his or its influence with any Government Authority to affect or influence any act or decision of such Government Authority, in order to assist any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.

(b) No Group Company or any of its respective officers, directors, employees, agents, representatives or consultants has within the past five years (i) taken any action in furtherance of any boycott not sanctioned by the United States, (ii) engaged in transactions with any Government Authority, agent, representative or resident of, or any entity based or resident in, any of the following countries: Balkans, Belarus, Burma, Cote d’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, former Liberian regime of Xxxxxxx Xxxxxx, North Korea, Sudan, Syria or Zimbabwe, (iii) otherwise engaged in transactions with any Person that is the target of U.S. economic sanctions, as designated by the U.S. Treasury Department Office of Foreign Assets Control on its list of “Specially Designated Nationals and Blocked Persons,” or (iv) received unlicensed donations or engaged in financial transactions with respect to which any Group Company knows or has reasonable cause to believe that such financial transactions pose a risk of furthering terrorist attacks anywhere in the world.

(c) None of the officers, directors, employees, agents, representatives and consultants of, and none of the beneficial owners of any interest in, any Group Company is a Public Official.

3.12 No Litigation.

Except as disclosed in the SEC Documents, there are no pending or threatened actions, claims, demands, investigations, examinations, indictments, litigations, suits or other criminal, civil or administrative or investigative proceedings before or by any governmental authority or by any other person against the Company or any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries in their capacities as such, as would have, if decided adversely, individually or in the aggregate, a Xxxxx Xxxxxxxx Adverse Effect.

4. Representations and Warranties of the Purchaser.

The Purchaser hereby represents and warrants to the Seller that the following representations are true and complete as of the date hereof and will be true and correct as of the date of the Closing, except as otherwise indicated.

4.1 Authorization.

The Purchaser has full power and authority to enter into the Transaction Documents. The Transaction Documents to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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4.2 Organization and Good Standing.

The Purchaser is a company duly organized, validly existing, and in good standing under the laws of the British Virgin Islands.

4.3 Compliance with Laws and Other Instruments.

The Purchaser is in compliance with all applicable Laws in all aspects, and is not in violation of its Charter Documents, shareholders agreements, as appropriate,, or equivalent constitutive document as in effect.

4.4 Governmental Consents and Filings.

Assuming the accuracy of the representations made by the Seller in Section  3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any national, provincial, municipal, local, autonomous region and Governmental Authority is required on the part of the Purchaser in connection with the consummation of the Transactions.

4.5 Purchase Entirely for Own Account.

This Agreement is made with the Seller in reliance upon the Purchaser’s representation to the Seller, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for the Purchaser’s own account and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

4.6 Enforceability.

The Transaction Documents, when executed and delivered by the Purchaser, shall constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.6 Not a U.S. Person.

The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.

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5. Covenants and Agreements of the Seller.

5.1 Access and Investigation.

Between the date of this Agreement and the Closing, the Seller and the Company will and will cause each Group Company to, (a) afford the Purchaser and its representatives and prospective lenders and their representatives (collectively, the “Purchaser’s Advisors”) full and free access to each Group Company’s personnel, properties, contracts, books and records, and other documents and data, (b) furnish the Purchaser and each Purchaser’s Advisors with copies of all such contracts, books and records, and other existing documents and data as the Purchaser may reasonably request, and (c) furnish the Purchaser and the Purchaser’s Advisors with such additional financial, operating, and other data and information as the Purchaser may reasonably request.

5.2 Operation of the Group Business.

Between the date of this Agreement and the Closing, the Seller shall and shall cause the Company and each Group Company to:

(a) conduct the business of each Group Company only in accordance with its ordinary course of business consistent with past practices;

(b) pay its and its Group Companies’ debts and Taxes when due;

(c) pay or perform other material obligations when due;

(d) use their best efforts to preserve intact the current business organization of each Group Company, keep available the services of the current officers, directors, employees, agent, representative and consultants of each Group Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with each Group Company;

(e) confer with the Purchaser concerning operational matters of a material nature;

(f) maintain the assets owned or used by each Group Company in a state of repair and condition that complies with Law and contracts and is consistent with the requirements and normal conduct of the business of that Group Company; and

(g) maintain all records of each Group Company consistent with past practice.

5.3 Negative Covenants.

Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing, the Seller shall not, and shall cause the Company and the Group Companies not to, without the prior consent of the Purchaser:

(a) cause or permit any amendment or modification of the Charter Documents of any Group Company;

(b) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of its or any of its Group Companies’ capital stock or share capital; or split, combine or reclassify any of its capital stock or share capital; or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for capital stock or share capital of any of its Group Companies; or repurchase or otherwise acquire, directly or indirectly any shares of its or its Group Companies’ capital stock or share capital, except from former employees, directors and consultants in accordance with agreements in effect prior to the date hereof providing for the repurchase of shares in connection with any termination of service from it or its Group Companies;

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(c) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its or its Group Companies’ capital stock or share capital or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it or its Group Companies to issue any such shares or other convertible securities;

(d) transfer to any Person or entity any rights to the Company Intellectual Property, other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practices;

(e) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any Company Intellectual Property;

(f) terminate or amend, in a manner that would be reasonably expected to adversely affect the business of any Group Companies any agreement relating to the license, transfer or other disposition or acquisition of Company Intellectual Property rights or rights to any Material Contracts;

(g) make any capital expenditures, capital additions or capital improvements, outside of the ordinary course of business;

(h) acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to its business or the business of any of its Group Companies; or

(i) other than in the ordinary course of business, make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any Tax Return or any amendment to a Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes.

5.4 Notification.

Between the date of this Agreement and the Closing, the Seller will promptly notify the Purchaser in writing if the Seller becomes aware of any fact or condition that causes or constitutes a breach of any of the Seller’s representations and warranties as set forth in Section 3, or if the Seller becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, the Seller will promptly notify the Purchaser of the occurrence of any breach of any covenant of any Seller in this Section 5.4 or of the occurrence of any event that may make the satisfaction of the conditions in Section 7 impossible or unlikely.

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5.5 Best Efforts.

Between the date of this Agreement and the Closing, the Seller shall, and shall cause each Group Company to, use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other to do, all things necessary, proper or advisable to perform all of the obligations set forth in Section 5 and cause the conditions in Section 7 to be satisfied. The Seller shall, and cause each of its Affiliates to, exert best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things reasonably necessary, proper or advisable under applicable laws or otherwise to obtain all consents, approvals or conditions, if any, that may be required before the Closing. The Seller shall cooperate as requested by the Purchaser to obtain all such consents, approvals or conditions.

6. Covenants and Agreement of the Purchaser.

6.1 Trading of the Seller’s Securities.

The Purchaser shall not, shall cause its Affiliate not to directly or indirectly, engage in trading of ordinary shares or derivatives of the Seller’s equity securities during the period up to and including the Closing.

6.2 Notification.

Between the date of this Agreement and the Closing, the Purchaser will promptly notify the Seller in writing if the Purchaser becomes aware of any fact or condition that causes or constitutes a breach of any of the Purchaser’s representations and warranties as set forth in Section 4, or if the Purchaser becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, the Purchaser will promptly notify the Seller of the occurrence of any breach of any covenant of the Purchaser in this Section 6 or of the occurrence of any event that may make the satisfaction of the conditions in Section 8 impossible or unlikely.

6.3 Best Efforts.

Between the date of this Agreement and the Closing, the Purchaser shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other to do, all things necessary, proper or advisable to perform all of the obligations set forth in Section 6 and cause the conditions in Sections 8 to be satisfied. The Purchaser shall exert best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things reasonably necessary, proper or advisable under applicable laws or otherwise to obtain all consents, approvals or conditions, if any, that may be required before the Closing. The Purchaser shall cooperate as requested by the Seller to obtain all such consents, approvals or conditions.

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7. Conditions to the Purchaser’s Obligations at Closing.

The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before such Closing, of each following condition, unless otherwise waived:

7.1 Representations and Warranties.

The representations and warranties of the Seller contained in Section 3 shall be true, correct and complete in all material respects as of such Closing, except where such breach of representations and warranties, individually or in the aggregate, could not reasonably be expected to result in a Xxxxx Xxxxxxxx Adverse Effect.

7.2 Performance.

The Seller and the Group Company shall have performed and complied with, in all material respects, all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by such parties on or before such Closing.

7.3 Compliance Certificate.

The Seller shall have delivered to the Purchaser at the Closing a certificate certifying that the conditions specified in Sections 7.1 and 7.2 have been fulfilled.

8. Conditions of the Seller’s Obligations at Closing.

The obligations of the Seller to sell Shares to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each following condition, unless otherwise waived:

8.1 Representations and Warranties.

The representations and warranties of the Purchaser contained in Section 4 shall be true, correct and complete in all material respects as of such Closing, except where such breach of representations and warranties, individually or in the aggregate, could not reasonably be expected to result in a Purchaser Material Adverse Effect.

8.2 Performance.

The Purchaser shall have performed and complied with, in all material respects, all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing.

8.3 Compliance Certificate.

The Purchaser shall have delivered to the Seller at the Closing a certificate certifying that the conditions specified in Sections 8.1 and 8.2 have been fulfilled.

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9. Termination.

9.1 Termination Events.

This Agreement and any Transaction Document may, by notice given prior to or at the Closing, be terminated:

(a) by either the Purchaser or the Seller if a material breach of any provision of this Agreement has been committed by another Party and such breach has not been waived or rectified within thirty (30) days after the breach;

(b) by mutual consent of the Purchaser and the Seller; or

(c) by the Purchaser or the Seller if the Closing has not occurred (other than through the failure of any Party seeking to terminate this Agreement to comply fully with its or their obligations under this Agreement) on or before November 28, 2015 (the “Long-Stop Date”), or such later date as the Parties may agree upon.

9.2 Effect of Termination.

Each Party’s right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the Parties under this Agreement will terminate; provided, however, that if this Agreement is terminated by a Party because of the breach of the Agreement by another Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of another Party’s failure to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

10. Indemnification and Remedies.

10.1 Survival.

(a) All representations, warranties, covenants, and obligations in this Agreement, and any certificate, document, or other writing delivered pursuant to this Agreement will survive for one (1) year after the Closing and the consummation and performance of the Transactions. The covenants and other agreements of each Party contained in this Agreement shall survive the Closing until fully discharged in accordance with their terms, except for those covenants and agreements which shall be complied with or discharged prior to the Closing in accordance with the terms of this Agreement.

(b) If written notice of a claim for indemnification has been given in accordance with this Section 10 prior to the time at which the applicable representations, warranties, covenants or other agreements would otherwise terminate pursuant to the foregoing, then the relevant representations, warranties, covenants or other agreements shall survive such time as to such claim, until such claim has been finally resolved.

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(c) The waiver of any condition relating to any representation, warranty, covenant, or obligation will not affect the right to indemnification, payment, reimbursement, or other remedy based upon such representation, warranty, covenant, or obligation.

10.2 Indemnification.

From and after the date of the Closing, each Party, as applicable (the “Indemnifying Person”), shall indemnify and hold the other relevant Parties and their respective directors, officers and agents (collectively, the “Indemnified Person”) harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “Losses”) resulting from or arising out of: (i) the breach of any representation or warranty of the Indemnifying Person contained in the Transaction Documents, or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of the Indemnifying Person contained in the Transaction Documents. In calculating the amount of any Losses of an Indemnified Person hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Person with respect to such Losses, if any.

10.3 Third-Party Claims.

(a) The Indemnified Person shall give notice of the assertion of a Third-Party Claim to the Indemnifying Person; provided, however, that no failure or delay on the part of an Indemnified Person in notifying an Indemnifying Person will relieve the Indemnifying Person from any obligation under this Section 10 except to the extent that the failure or delay materially prejudices the defense of the Third-Party Claim by the Indemnifying Person.

(b) (i) Except as provided in Section 10.3(c), the Indemnifying Person may elect to assume the defense of the third-party claim with counsel satisfactory to the Indemnified Person by (a) giving notice to the Indemnified Person of its election to assume the defense of the Third-Party Claim and (b) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third-Party Claim and fulfill its obligations under this Section 10, in each case no later than 10 days after the Indemnified Person gives notice of the assertion of a Third-Party Claim under Section 10.3(a).

(ii) If the Indemnifying Person elects to assume the defense of a Third-Party Claim: (A) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person's fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation, (B) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any loss arising, directly or indirectly, from or in connection with the Third-Party Claim, (C) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's consent unless (I) there is no finding or admission of any violation by the Indemnified Person of any Laws or any rights of any Person, (II) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (D) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent.

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(iii) If the Indemnifying Person does not assume the defense of a Third-Party Claim in the manner and within the period provided in Section 10.3(b)(i), or if the Indemnifying Person does not diligently conduct the defense of a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person and the Indemnifying Person shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

(c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to relief under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim.

(d) Notwithstanding the provisions of Section 12.11, the Parties consent to the nonexclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein.

(e) With respect to any Third-Party Claim subject to this Section 10.3: (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related proceeding at all stages thereof where such Person is not represented by its own counsel, and (ii) both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

(f) In addition to Section 11, with respect to any Third-Party Claim subject to this Section 10.3, the Parties shall cooperate in a manner to reserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work product privileges. In connection therewith, each Party agrees that: (i) it shall use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Law and rules of procedure) and (ii) all communications between any Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

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(g) Any claim under this Section 10.3 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

10.4 Indemnitee Negligence.

The provisions in this Section 10 shall be enforceable regardless of whether the liability is based upon past, present or future acts, claims or Laws and regardless of whether any Person (including the Person from whom relief is sought) alleges or proves the sole, concurrent, contributory, or comparative negligence of the Person seeking relief, or the sole or concurrent strict liability imposed upon the person seeking relief.

10.5 Limitation on Indemnification.

The Seller’s liability to the Purchaser for any Losses arising under Section 10 shall in no event exceed fifty percent (50%) of the amount equal to the Cash Consideration, in each case, received by such Seller.

The Purchaser’s liability to the Seller for any Losses arising under Section 10 shall in no event, in aggregate, exceed fifty percent (50%) of the amount equal to the sum of the implied value of the Shares received by the Purchaser.

11. Confidentiality and Press Release

11.1 Disclosure of Terms.

The terms and conditions of this Agreement, the other Transaction Documents, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby and thereby, all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby and thereby (collectively, the “Confidential Information”), including their existence, shall be considered confidential information and the Parties hereto shall not, and shall procure their respective Affiliates not to, disclose to any third party except as permitted in accordance with the provisions set forth below.

11.2 Press Release.

Any public announcement, including any press release, communication to employees customers, suppliers, or others having dealings with the Group or similar publicity with respect to this Agreement or any Transaction, will be issued, at such time, in such manner and containing such content as the Purchaser and the Seller agree in writing.

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11.3 Permitted Disclosure.

Notwithstanding anything in the foregoing to the contrary:

(a) the Seller may disclose any portion of the Confidential Information to the Group’s, officers, directors, Key Employees, investment bankers, lenders, accountants, auditors, business or financial advisors, and attorneys, in each case only where such persons or entities are under appropriate non-disclosure obligations imposed by professional ethics, law or otherwise;

(b) the Purchaser may disclose any portion of the Confidential Information to its current officers, directors, Key Employees, investment bankers, lenders, accountants, auditors, business or financial advisors, and attorneys, in each case only where such persons or entities are under appropriate non-disclosure obligations imposed by professional ethics, law or otherwise; and

(c) the confidentiality obligations set out in Section 11.1 above do not apply to:

(i) information which was in the public domain or otherwise known to the relevant Party before it was furnished to it by another Party or, after it was furnished to that Party, entered the public domain otherwise than as a result of (i) a breach by that Party of this Section 11.3, or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that Party;

(ii) information the disclosure of which is necessary in order to comply with any applicable Law, the order of any court, the requirements of a stock exchange or to obtain tax or other clearances or consents from any relevant authority; or

(iii) information disclosed by any director of the Company to its appointer or any of its Affiliates or otherwise in accordance with the foregoing provisions of this Section 11.3.

11.4 Legally Required Disclosure.

In the event that any Party is requested by any Governmental Authority or becomes legally required (including, pursuant to securities Laws and regulations) to disclose, under applicable Laws, the existence of this Agreement, other Transaction Documents or the content of any of the financing terms in contravention of the provisions of this Section  11, such Party (the “Disclosing Party”) shall provide the other Party with prompt written notice of that fact and shall consult with the other Party regarding such disclosure. The Disclosing Party shall, to the extent possible and with the cooperation and reasonable efforts of the other Party, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

11.5 Other Information.

The provisions of this Section 11 shall be in addition to, and not in substitution for, the provisions of any separate non-disclosure agreement executed by any of the Parties hereto with respect to the Transactions.

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12. Miscellaneous

12.1 Fees and Expenses.

Except as otherwise provided in this Agreement or the other documents to be delivered pursuant to this Agreement, each Party will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution, and performance of this Agreement and the consummation and performance of the Transactions, including all fees and expenses of its officers, directors, partners, employees, agents or representatives. The obligation of each Party to bear its own fees and expenses will be subject to any rights of such Party arising from a breach of this Agreement by another Party.

12.2 No Finder’s Fees.

Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Seller from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, directors, partners, employees, agent or representatives is responsible. The Seller agrees to indemnify and hold the Purchaser harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which the Seller or any of its officers, directors, partners, employees, agents or representatives is responsible.

12.3 Default in Payment.

If a Party obligated to make a payment under this Agreement fails to make the relevant payment on or before the due date as set forth herein, such Party shall forthwith pay to the Party to whom such payment is due such amount due and a daily interest rate of one tenth percent (0.1%) for each day of delay until such payment is paid in full.

12.4 Further Assurances.

The Parties will (a) execute and deliver to each other such other documents and (b) do such other acts and things as a Party may reasonably request for the purpose of carrying out the intent of this Agreement, the Transactions, and the documents to be delivered pursuant to this Agreement.

12.5 Entire Agreement.

This Agreement supersedes all prior agreements, whether written or oral, between the Parties with respect to its subject matter (including any letter of intent and, upon the Closing, any confidentiality obligation to which the Purchaser is subject) and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter of this Agreement.

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12.6 Modification.

This Agreement may only be amended, supplemented, or otherwise modified by the Purchaser and the Seller in writing.

12.7 Assignments and Successors.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

12.8 No Third-Party Rights.

Other than the Indemnified Persons and the Parties, no Person will have any legal or equitable right, remedy, or claim under or with respect to this Agreement. This Agreement may not be amended or terminated, and any provision of this Agreement may be waived, without the consent of any Person who is a Party to the Agreement.

12.9 Remedies Cumulative.

The rights and remedies of the Parties under this Agreement are cumulative and not alternative.

12.10 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.

12.11 Dispute Resolution.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or invalidity thereof, shall, so far as it is possible, be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Section 12.11. The appointing authority shall be Hong Kong International Arbitration Centre (“HKIAC”). The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitrators. The Seller, on the one hand, and the Purchaser, on the other hand, shall be entitled to designate one arbitrator each. The two arbitrators shall consult with each other to agree upon the selection of a third arbitrator. The arbitration shall be conducted in the English language. Evidence and testimony may be presented in any language, including a language other than English providing it is accompanied by an English translation thereof (which translation shall have been certified and prepared or given at the sole cost of the Party offering such evidence or testimony). The arbitral award shall be in English writing and, unless the parties to the arbitration agree otherwise, shall state the reasons upon which it is based. The award shall be final and binding on the parties to the arbitration.

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12.12 Attorney’s Fees.

In the event any claim, action, suit, proceeding, arbitration, complaint, charge or investigation is brought in respect of this Agreement or any of the documents referred to in this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such claim, action, suit, proceeding, arbitration, complaint, charge or investigation, in addition to any relief to which such Party may be entitled under applicable Law.

12.13 Enforcement of Agreement.

Each Party acknowledge and agree that the other Party would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by such Party could not be adequately compensated in all cases by monetary damages alone. Accordingly, each Party agrees that, in addition to any other right or remedy to which the other Party may be entitled at law or in equity, such Party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to obtain temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches, without posting any bond or giving any other undertaking.

12.14 No Waiver.

Neither any failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable Law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be waived by a Party, in whole or in part, unless made in a writing signed by such Party, (b) a waiver given by a Party will only be applicable to the specific instance for which it is given, and (c) no notice to or demand on a Party will (i) waive or otherwise affect any obligation of that Party or (ii) affect the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

12.15 Notices.

All notices and other communications required or permitted by this Agreement shall be in writing and will be effective, and any applicable time period shall commence, when (a) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid) addressed to the following address or (b) transmitted electronically to the following facsimile numbers or e-mail addresses, in each case marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile number, e-mail address, or Person as a Party may designate by notice to the other Party):

The Seller:

Third Floor, Chuangxin Building

Xx. 00 Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx

People’s Republic of China

E-mail address: XxxxxxXx@00.xxx

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with a copy (for informational purposes only) to: Skadden, Arps, Xxxxx, Xxxxxxx & Xxxx

00/X, Xxxxxxxxx Tower, The Landmark

00 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx

Attention: Will Cai

E-mail address: xxxx.xxx@xxxxxxx.xxx

The Purchaser:

Room 601, Unit VI Four

Xx. 00 Xxxxxxx Xxxx, Xxx Xxx Xxxxxxxx, Xxxxxxx, Shandong,

People’s Republic of China

Attention: Xiao Bing

中国山东省青岛市市南区江西路89号戊4单元601户

肖兵先生 ( 收 )

12.16 Severability.

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

12.17 Time of Essence.

With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

12.18 Counterparts and Electronic Signatures.

(a) This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the Parties and delivered to the other Party.

(b) A manual signature on this Agreement or other documents to be delivered pursuant to this Agreement, an image of which shall have been transmitted electronically, will constitute an original signature for all purposes. The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Agreement or such other document for all purposes.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first written above.

	SELLER:
	Wowo Limited
	By:	/s/ Maodong Xu
	Name:	Maodong Xu
	Title:	Authorized Signatory

	PURCHASER:
	Century Winning Limited
	By:	/s/ Bing Xiao
	Name:	Bing Xiao
	Title:	Authorized Signatory