Debt Transfer and Offset Agreement

Exhibit 4.10

Debt Transfer and Offset Agreement

This Agreement is executed on March 25, 2017 by and among:

The Creditor: Beijing Cheerbright Technology Co., Ltd. (hereinafter referred to as “Cheerbright”)

The Transferors:

Xx Xxxxx (“Xx Xxxxx”), ID No.: ******************;

Fan Zheng (“Fan Zheng”), ID No.: ******************;

Qin Zhi (“Qin Zhi”), ID No.: ******************; and

The Transferees:

Lu Min (“Lu Min”), ID No.: ******************;

Xxx Xxxxxx (“Xxx Xxxxxx”), ID No.: ******************.

Whereas,

(1) On December 31, 2011 and July 2, 2012 , Cheerbright and Xx Xxxxx executed loan agreements respectively in respect of the two loans of RMB 6,800,000 in total extended by Cheerbright to Xx Xxxxx, among other things; On December 31, 2011 and July 2, 2012, Cheerbright and Fan Zheng executed loan agreements respectively in respect of the two loans of RMB 2,400,000 in total extended by Cheerbright to Fan Zheng, among other things; On December 31, 2011 and July 2, 2012 , Cheerbright and Qin Zhi executed loan agreements respectively in respect of the two loans of RMB 800,000 in total extended by Cheerbright to Qin Zhi , among other things;

(2) Xx Xxxxx, Fan Xxxxx and Xxx Xxx intend to transfer to Lu Min and Xxx Xxxxxx, and Lu Min and Xxx Xxxxxx agree to accept, all debts and all of their rights and obligations under the said loan agreements as described in above (1);

(3) The registered capital of Shanghai You Che You Jia Advertising Co., Ltd. (hereinafter referred to as “the Target Company”) is RMB 10,000,000. Xx Xxxxx contributed RMB 6,800,000, accounting for 68% of the total. Fan Zheng contributed RMB 2,400,000, accounting 24% of the total, and Qin Zhi contributed RMB 800,000, accounting for 8% of the total. On March 25, 2017, Xx Xxxxx, Fan Xxxxx and Xxx Xxx executed an equity interest purchase agreement with Lu Min and Xxx Xxxxxx in respect of sale of 100% equity interests in the Target Company (hereinafter referred to as “Equity Interest Purchase Agreement”). Lu Min and Xxx Xxxxxx purchase the 100% equity interests in the Target Company according to the directive of Cheerbright. Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Xxx Xxxxxx shall pay to Xx Xxxxx, Fan Xxxxx and Xxx Xxx respectively the equity interest sale prices that have not been paid yet. Xx Xxxxx, Fan Zheng and Qin Zhi intend to offset the said equity interest sale prices against the debts owed by them to Lu Min and Xxx Xxxxxx hereunder according to the following provisions; and

(4) Any currency as referred to herein shall mean RMB, except as otherwise specified.

NOW THEREFORE, in accordance with applicable laws and regulations and through amicable consultation, the Parties hereby enter into this Agreement as below:

Clause 1 Transfer of Debts

1.1 Xx Xxxxx agrees to transfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 3,400,000 owed by Xx Xxxxx to Cheerbright, and Xx Xxxxx agrees to transfer to Xxx Xxxxxx, and Xxx Xxxxxx agrees to accept, the debt of RMB 3,400,000 owed by Xx Xxxxx to Cheerbright; Fan Zheng agrees to transfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 1,200,000 owed by Fan Zheng to Cheerbright, and Fan Zheng agrees to transfer to Xxx Xxxxxx, and Xxx Xxxxxx agrees to accept, the debt of RMB 1,200,000 owed by Fan Zheng to Cheerbright; Qin Zhi agrees to transfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 400,000 owed by Qin Zhi to Cheerbright, and Qin Zhi agrees to transfer to Xxx Xxxxxx, and Xxx Xxxxxx agrees to accept, the debt of RMB 400,000 owed by Qin Zhi to Cheerbright.

After the consummation of the transfer of the said debts, Xx Xxxxx shall owe the debt of RMB 3,400,000 and RMB 3,400,000 respectively to Lu Min and Xxx Xxxxxx, Fan Zheng shall owe the debt of RMB 1,200,000 and RMB 1,200,000 respectively to Lu Min and Xxx Xxxxxx, and Xxx Xxx shall owe the debt of RMB 400,000 and RMB 400,000 respectively to Lu Min and Xxx Xxxxxx.

1.2 Cheerbright acknowledges and agrees to the said transfer of debts.

1.3 After the consummation of the transfer of the said debts, Xx Xxxxx, Fan Xxxxx and Xxx Xxx shall no longer owe any debt to Cheerbright; Lu Min shall owe the debt of RMB 5,000,000 to Cheerbright, and Xxx Xxxxxx shall owe the debt of RMB 5,000,000 to Cheerbright.

Clause 2 Transfer of Rights and Obligations

2.1 In addition to the transfer of debts under Clause 1 hereof, Xx Xxxxx agrees to transfer to Lu Min and Xxx Xxxxxx, and Lu Min and Xxx Xxxxxx agree to accept, all rights and obligations of Xx Xxxxx under the relevant loan agreement; Fan Zheng agrees to transfer to Lu Min and Xxx Xxxxxx, and Lu Min and Xxx Xxxxxx agree to accept, all rights and obligations of Fan Zheng under the relevant loan agreement; Qin Zhi agrees to transfer to Lu Min and Xxx Xxxxxx, and Lu Min and Xxx Xxxxxx agree to accept, all rights and obligations of Qin Zhi under the relevant loan agreement.

2.2 Cheerbright acknowledges and agrees to the said transfer of rights and obligations.

2.3 Cheerbright, Lu Min and Xxx Xxxxxx agree to novate the relevant loan agreements, so as to define Cheerbright’s claims against Lu Min and Xxx Xxxxxx and relevant rights and obligations.

Clause 3 Offset of Debts

3.1 Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Xxx Xxxxxx shall respectively pay to Xx Xxxxx the equity interest sale prices of RMB 3,400,000; Lu Min and Xxx Xxxxxx shall respectively pay to Fan Zheng the equity interest sale prices of RMB 1,200,000; Lu Min and Xxx Xxxxxx shall respectively pay to Qin Zhi the equity interest sale prices of RMB 400,000. All of the said equity interest sale prices have not been paid.

3.2 It is acknowledged and agreed by Xx Xxxxx, Fan Xxxxx and Xxx Xxx that, the debts owed by Xx Xxxxx, Fan Zheng and Qin Zhi respectively to Lu Min and Xxx Xxxxxx shall be offset in part against the equity interest sale prices payable by Lu Min and Xxx Xxxxxx respectively to Xx Xxxxx, Fan Xxxxx and Xxx Xxx under the Equity Interest Purchase Agreement.

3.3 After the said offset of debts, there are no debts among Xx Xxxxx, Fan Xxxxx, Xxx Zhi and Lu Min, Xxx Xxxxxx.

3.4 It is acknowledged by the Parties, the equity interest sale prices under the Equity Interest Purchase Agreement shall be the amounts net of tax. Any taxes or levies (if any) imposed with respect to the equity interest sale shall be borne by Cheerbright, instead of the sellers of the equity interests. Cheerbright shall be responsible for communicating with the competent taxation authorities and paying the relevant taxes as requested by taxation authorities, and shall assist the sellers of equity interests to obtain the receipts of tax payment.

Clause 4 Liabilities for Breach of Contract

If any party fails to perform or materially breaches any provision contained herein, he or she shall indemnify the non-breaching parties for any loss caused thereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.

Clause 5 Dispute Resolution

This Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.

Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit may be brought with the competent court having jurisdiction.

Clause 6 Miscellaneous

6.1 This Agreement shall be executed in seven originals, of which each party and the Target Company shall keep one respectively.

6.2 This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.

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Beijing Cheerbright Technology Co., Ltd. (seal):

Xx Xxxxx (signature):

/s/ Xx Xxxxx
Qin Zhi (signature):				Fan Zheng (signature):
/s/ Qin Zhi				/s/ Fan Xxxxx
Xx Min (signature):				Xxx Xxxxxx (signature):
/s/ Lu Min				/s/ Xxx Xxxxxx

Date: March 25, 2017