TERMINATION AGREEMENT AND RELEASE
TERMINATION
AGREEMENT AND RELEASE
This
TERMINATION AGREEMENT AND RELEASE (this “Agreement”) dated as of June 17, 2010
(the “Effective Date”) is made and entered into by and among Xxxxxxx Xxxxxxx, an
Individual residing at Xx. 00-00, 0 Xxxxx, Xxxxxx, Xxxxxxxx, Xxxxx, Xxxxx
(“Hitoshi”) and Xxxxxxx Xxxxx, an Individual residing at Rome 102, Bing Suite,
Xx. 00 Xxxxxxxxxxxxx, Xxxxxxxxx, Xxxxx 000000 (“Jieming”), Xxxxxxx Xxxxx, an
Individual residing at Xxxx 0000, Xx. 0 Xxxxxxxx, Xxxxxxxxxxxxx, Xxxxxxxxx,
Xxxxx 000000 (“Jieping”) and Xxxxxx Xxxx, an Individual residing at Xxxx 0000,
Jia Suite, Xx. 0 xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx
213000 (“Linyin”). Hitoshi, Jieming, Jieping and Linyin are collectively
referred to herein as the “Parties” and each individually as a
“Party”.
WHEREAS, Yoshida is the owner of 10,000
shares of common stock (the “Yoshida Shares”) of Baby Fox Limited, a British
Virgin Islands corporation (the “Company”) and Hitoshi had previously granted
Jieming, Jieping and Linyin each an option in the Yoshida Shares (Jieming,
Jieping and Linyin are hereinafter collectively referred to as the “Optionees”)
pursuant to certain Stock Option Agreements dated as of May 6,
2008;
WHEREAS, the Parties have rescinded the
Stock Option Agreements pursuant to certain Rescission of Option Agreements
dated as of June 17, 2010;
WHEREAS,
the Parties have entered into a Shareholders’ Agreement dated as of May 6, 2008
(the "Shareholders’ Agreement") pursuant to which, subject to the terms and
conditions stated therein, the Parties agreed to be bound by certain
restrictions with respect to the transfer of the Yang Shares; and
WHEREAS,
Section 10.1 of the Shareholders’ Agreement provides that the Shareholders’
Agreement may be terminated at any time by written agreement of the parties
thereto.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, the Parties, intending to be legally bound, agree as
follows:
1. Termination of Shareholders’
Agreement. The Parties agree that, effective immediately, (i) the
Shareholders’ Agreement is hereby terminated pursuant to Section 10.1 of the
Shareholders’ Agreement and that such Shareholders’ Agreement will no longer be
of any further force or effect as of the Effective Date.
2. No
Obligations. Yoshida and the Optionees and any other party
related thereto or controlled thereby, wholly or in part, directly or
indirectly, hereby acknowledge and agree, subject to the provisions of this
Agreement, that effective at and as of the Effective Date, neither Yoshida nor
the Optionees shall have any further obligations to each other pursuant to or
arising directly or indirectly from the Shareholders’ Agreement or from any
other agreement and understanding whether written or oral relating to the
subject matter thereof; provided, however, neither Yoshida nor the Optionees are
released from any obligations which may arise under this Agreement.
3. Release. Subject
to the provisions of this Agreement, effective at and as of the Effective Date,
Yoshida and the Optionees hereby forever release and discharge the other and
each of them, together with their respective agents, successors and assigns,
from any and all actions, causes of action, contracts, covenants (whether
express or implied), claims and demands for damages, indemnity, costs, interest,
loss or injury of every nature and kind whatsoever and howsoever (the “Actions”)
arising, whether known or unknown, suspected or unsuspected, which such Party
may heretofore have had, may now have, or may in the future have, at law or in
equity, by reason of or arising directly or indirectly from the Shareholders’
Agreement; provided, however, neither Yoshida nor the Optionees are released
from any Actions which may arise under this Agreement.
4. Amendment. This
Agreement may be amended, supplemented or modified only by a written instrument
duly executed by or on behalf of each Party hereto.
5. No Assignment; Binding
Effect. Neither this Agreement nor any right, interest or obligation
hereunder may be assigned by any Party hereto without the prior written consent
of the other Parties hereto and any attempt to do so will be void, except for
assignments and transfers by operation of any laws. Subject to the preceding
sentence, this Agreement is binding upon, inures to the benefit of and is
enforceable by the Parties and their respective successors and
assigns.
6. Entire Agreement.
This Agreement constitutes the entire agreement between the Parties hereto with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements,
representations, warranties or other provisions, express or implied, collateral,
statutory or otherwise, relating to the subject matter hereof except as herein
provided.
7. Third Party
Beneficiaries. There are no third party beneficiaries to this Agreement
except for the Hitoshi Releasees, the Optionees Releasees.
8. Headings. The
headings used in this Agreement have been inserted for convenience of reference
only and do not define or limit the provisions hereof.
9. Invalid Provisions.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any present or future laws, and if the rights or obligations
of any Party hereto under this Agreement will not be materially and adversely
affected thereby, (a) such provision will be fully severable, (b) this Agreement
will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, and (c) the remaining provisions of
this Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance herefrom.
Notwithstanding anything in this Agreement to the contrary, if for any reason
any of the releases contained in Sections 2 or 3 hereof are avoided, nullified
or otherwise rendered ineffective, then all releases in Section 2 or 3 hereof
shall be rendered invalid and unenforceable and this Agreement shall be
automatically reformed to delete Sections 2 and 3 herefrom.
10. Governing Law. This
Agreement will be governed by and construed in accordance with the laws of
Nevada.
11. Counterparts. This
Agreement may be executed in any number of counterparts (by original or
facsimile signature) and all such counterparts taken together will be deemed to
constitute one and the same instrument.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF the Parties hereto have executed this Termination Agreement and
Release to be effective as of the Effective Date above.
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Submitted
by:
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Xxxxxxx
Xxxxxxx
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Signature
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Accepted
by:
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Xxxxxxx
Xxxxx
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Signature
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Accepted
by:
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Xxxxxxx
Xxxxx
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Signature
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Accepted
by:
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Xxxxxx
Xxxx
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Signature
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