WAIVER AND RELEASE
Exhibit
10.17
THIS WAIVER AND RELEASE, dated as of
March 9, 2009 (the “Agreement”), is
hereby executed by the investor whose name appear on the signature page hereto
in favor of QKL Stores Inc., a Delaware corporation, (the “Company”).
WHEREAS, in connection with a private
placement, the Company and the investors whose names appear on the
signature pages thereto (the “Investors”) entered
into, among other things, (i) the Securities Purchase Agreement dated March 28,
2008 (the “Purchase
Agreement”); and (ii) the Registration Rights Agreement dated March 28,
2008 (the “Registration Rights
Agreement”), under which the Company agreed to (i) file, before a certain
date, a registration statement to register certain securities held by the
Investors and to (ii) have that registration statement effective before
September 24, 2008;
WHEREAS, the Company has not been able
to have that registration statement declared effective in the time frame set
forth under the Registration Rights Agreement, which failure constituted an
Event (as defined in Section 8(e) of the Registration Rights
Agreement);
WHEREAS,
the occurrence of the foregoing Event triggered the Company’s obligation to pay
liquidated damages to the holders of the Registrable Securities (as that term is
defined in the Registration Rights Agreement) in accordance with the
Registration Rights Agreement;
WHEREAS,
liquidated damages in the amount of approximately $70,115 have accrued through
the date hereof and have not been paid;
WHEREAS, pursuant to Section 8(f) of
the Registration Rights Agreement, the consent of (i) the Company and (ii) the
holders of a majority of the Registrable Securities outstanding is
necessary to waive any provisions of the Registration Rights
Agreement;
WHEREAS, the Investor signatory hereto
holds the majority of the Registrable Securities outstanding;
WHEREAS, the Investors are willing to
agree to permanently and unconditionally waive, release and discharge the
Company from the liquidated damages payable under the Registration Rights
Agreement for failure to have the registration statement effective on or before
September 24, 2008;
NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the Investors hereby agree to:
1. Waive,
release and discharge, forever and unconditionally, the Company from all claims
to any and all liquidated damages resulting for the Company’s
failure to have the registration statement effective on or before
September 24, 2008.
2. The
Investors further acknowledge that they have been afforded ample opportunity to
review and evaluate this Waiver and Release prior to the date hereof and that
they have been represented and assisted by counsel for that
purpose. The Investors also acknowledge and agree that they are
entering into this Waiver and Release freely and voluntarily, without duress or
coercion of any kind, and as an informed and well-reasoned exercise of their
respective business judgments. The Investor signatory hereto
represents and warrants that it holds the majority of the Registrable Securities
outstanding and that its signature hereto is sufficient to bind the other
Investors
IN
WITNESS WHEREOF, the undersigned Investor have caused this Waiver and Release to
be duly executed by their authorized officer as of the date first written
above.
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INVESTORS:
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Vision
Opportunity China LP
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By:
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/s/ Xxxx Xxxxxxxx | |
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Name:
Xxxx Xxxxxxxx
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Title:
Authorized Signatory
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Accepted
and agreed to:
By:
/s/ Zhaungyi Wang
Name:
Zhaungyi Wang
Title:
CEO
