TERMINATION AGREEMENT
Exhibit 10.3.5
This Termination Agreement (this “Agreement”) is dated March 28, 2014 and is made
BY AND BETWEEN:
GS HOME SHOPPING INC., a public listed company incorporated under the laws of Republic of Korea, having its registered office at GS Xxxxxxx Xxxxx, 00, Xxxxxx-Xxxx 0-Xx, Xxxxxxxxxxx-Xx, Xxxxx, Xxxxxxxx of Korea, 150-096 (“GSHS”) of the FIRST PART;
AND
SAIF II MAURITIUS COMPANY LIMITED, a company incorporated under the laws of Mauritius, having its office at 3rd Floor, Raffles Tower, 19 Cybercity, Ebène, Mauritius (“SAIF”) of the SECOND PART;
AND
ORCHARD CENTAR MASTER LIMITED, a company incorporated under the laws of British Virgin Islands, having its office at Romasco Palace, Wickhams Cay 1, XX Xxx0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx, XX 0000 (“CENTAR”) and MAKIRA SP5 LIMITED, a company incorporated under the laws of the Cayman Islands, having its office at Cricket Square, Xxxxxxxx Drive, XX Xxx 0000, Xxxxx Xxxxxx, Xxxxxx xxxxxxx, XX-0000 (“MAKIRA) (Centar and Makira are hereinafter referred to as “OCP”) of the THIRD PART;
AND
NETWORK18 HOLDINGS LIMITED, a company incorporated under the laws of Mauritius, having its registered office at 5th Floor, Ebene Esplanade, 24 Cybercity, Ebene, Mauritius (“Network18”) of the FOURTH PART;
AND
TV18 HSN HOLDINGS LIMITED (to be renamed NW18 HSN Holdings Plc upon becoming a public company), a company incorporated under the laws of Cyprus, and having its registered office at 00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx Xxxxxxxx, 0xx Xxxxx, Xxxxxx 000, 0000 Xxxxxxx, Xxxxxx (the “Company”) of the FIFTH PART.
RECITALS
| A. | GSHS, SAIF, OCP and Network18 are shareholders of the Company. |
| B. | GSHS, SAIF, OCP and Network18 and the Company entered into a Shareholders Agreement on October 1, 2013 (the “Old Shareholders Agreement”) to regulate their respective rights and obligations as shareholders of the Company. |
| C. | GSHS, SAIF, OCP, Network18 and the Company wish to enter into this Agreement to provide for the termination of the Old Shareholders Agreement. |
NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants, representations and warranties hereinafter contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement (the “Parties”) hereby agree as follows:
As of the first closing date of the initial public offering of the Company’s equity securities on NASDAQ or NYSE in accordance with the Company’s Registration Statement on Form F-1 which was confidentially filed with the SEC on February 8, 2014 and will be publically filed subsequently with the SEC and as contemplated in the underwriting agreement for such offering between the Company and the underwriters (the “Closing Date”), the Old Shareholders Agreement shall automatically terminate and no longer of any force or effect.
If the Closing Date does not occur on or before 31 December 2014, this Agreement shall automatically terminate and no longer of any force or effect.
This agreement shall constitute a termination of the Old Shareholders Agreement pursuant to Section 14.9(a)(i) thereof and shall be subject to the terms and conditions set forth in Section 14.9(c) thereof, except that the provisions in the Old Shareholders Agreement relating to confidentiality shall not survive this termination notwithstanding any provision to the contrary in Section 14.9(c).
This Agreement shall be governed and interpreted by and construed in accordance with the laws of the Cyprus, without giving effect to the principles of conflict of laws thereunder.
This Agreement may be executed by the Parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement on the day and year first hereinabove written.
| Witnessed by: | SAIF II MAURITIUS COMPANY LIMITED | |||||||
| Name: | XXXXX XXXX |
By: | /s/ XXXXXX X. XXX | |||||
| Address: | 2516-2520 TWO PACIFIC PLACE |
Name: | XXXXXX X. XXX | |||||
| 00 XXXXXXXXX, XXXX XXXX |
Title: | AUTHORIZED SIGNATORY | ||||||
| GS HOME SHOPPING INC. | ||||||||
| Name: | LIM HO SHIM |
By: | /s/ HUH, TAE SOO | |||||
| Address: | 10 MULLAE DONG 6-GA |
Name: | HUH, TAE SOO | |||||
| YOUNDUNGPO GU SEOUL KOREA |
Title: | PRESIDENT & CEO | ||||||
| ORCHARD CENTAR MASTER LIMITED | ||||||||
| Name: | XXXXX XXX |
By: | /s/ XXX XXXXXX | |||||
| Address: | 3401 GLOUCESTER TOWER |
Name: | XXX XXXXXX | |||||
| THE LANDMARK, CENTRAL, HONG KONG |
Title: | AUTHORIZED SIGNATORY | ||||||
| MAKIRA SP5 LIMITED | ||||||||
| Name: | XXXXX XXX |
By: | /s/ XXX XXXXXX | |||||
| Address: | 3401 GLOUCESTER TOWER |
Name: | XXX XXXXXX | |||||
| THE LANDMARK, CENTRAL, HONG KONG |
Title: | AUTHORIZED SIGNATORY | ||||||
| NETWORK18 HOLDINGS LIMITED | ||||||||
| Name: | XXXXXX XXXXXXXXX |
By: | /s/ XXXXX XXXXXX | |||||
| Address: | XXXX HENESSY STREET |
Name: | XXXXX XXXXXX | |||||
| CUREPIPE |
Title: | DIRECTOR | ||||||
| TV18 HSN HOLDINGS LIMITED | ||||||||
| Name: | XXXXXX XXXXXXXXX |
By: | /s/ XXXXXXX XXXXXXXX | |||||
| Address: | 00, XXXXXXXXX XXXXXX |
By: | /s/ XXXXXX XXXXXXXXXXX | |||||
| ALPHAMEGA AKROPOLIS BUILDING |
Name: | XXXXXXX XXXXXXXX | ||||||
| 3RD FLOOR, OFFICE 401 |
XXXXXX XXXXXXXXXXX | |||||||
| 2024 XXXXXXX, CYPRUS |
Title: | CCY MANAGEMENT LIMITED DIRECTOR | ||||||
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