OPTION AGREEMENT
Exhibit
4.4
OPTION
AGREEMENT, dated as of April 30, 2007, by and among CABOWISE INTERNATIONAL
LTD.,
a company incorporated under the laws of the British Virgin Islands (the
“Optionee”)
and
the Grantors listed on the signature page hereto (each a “Grantor”
and
collectively, the “Grantors”).
BACKGROUND
The
Grantors indirectly own a controlling interest in the Optionee. The Grantors
also collectively own an 85 percent (85%) equity interest (the “Interest”)
in
BEIJING PKU CHINAFRONT TECHNOLOGY CO., LTD., a company incorporated under
the
laws of the People’s Republic of China (the “Company”).
The
Grantors desire to grant to the Optionee an option to acquire the
Interest.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises, mutual covenants herein set
forth
and other good and valuable consideration, subject to the terms and conditions
herein, the Optionee hereby agrees as follows:
1. Grant
of Option.
Subject
to the terms and conditions herein, the Grantors hereby grants to the Optionee
an option (the “Option”)
to
purchase the Interest at an exercise price (the “Exercise
Price”)
of Two
Million Dollars ($2,000,000). The Optionee, on any exercise of the Option,
must
exercise the Option for all of the Interest; a partial exercise is not
permitted.
2. Term
of
the Option. The Optionee may exercise the Option at any time during the
one year
period ending on the first anniversary of the date hereof (the “Term”)
in
accordance with the exercise procedure specified in Section 4
hereof.
3. Rights
of
Optionee. The Optionee shall not have any rights to dividends or distributions
or any other rights of an equity holder with respect to the Interest until
the
Interest shall have been issued to Optionee (as evidenced by the appropriate
entry on the transfer books of the Company) upon purchase of the Interest
upon
exercise of the Option.
4. Exercise
Procedure. The Optionee may exercise the Option, in whole but not in part,
at
any time during the Term, by delivering to the Company and the Grantors
a
written notice duly signed by the Optionee indicating that the Optionee
is
exercising the Option. Following delivery of such written notice, the Optionee,
the Company, and the Grantors shall enter into a purchase agreement in
form and
substance satisfactory to all of the parties relating to the acquisition
of the
Interest by the Optionee (the “Interest
Purchase Agreement”).
Payment in the amount equal to the full Exercise Price shall be made in
connection with the closing of the Interest Purchase Agreement.
5. Notices.
Each notice relating to this Agreement shall be in writing and delivered
in
person or by facsimile or certified mail to the addresses of the respective
parties hereto as specified on the signature page hereto, or to such other
address as either party hereto may hereinafter duly give to the
other.
6. Assignment;
Designation of Interest Recipient; Binding. The Optionee may assign this
option
to any third party subject to compliance with applicable laws. In addition,
the
Optionee may designate a third party to receive the Interest instead of
the
Optionee upon the exercise of this Option by the Optionee. This Agreement
shall
be binding upon and inure to the benefit of the parties hereto, and their
successors, and permitted assigns.
7. Entire
Agreement. This Agreement constitutes the entire agreement between the
parties
hereto with respect to the matters herein, and cannot be amended, modified
or
terminated except by an agreement in writing executed by the parties
hereto.
8. Governing
Law. This Agreement shall be construed in accordance with and governed
by the
laws of the State of New York without regard to the conflicts of law principles
thereof.
9. Further
Assurances. Each of the parties to this Agreement will use his or its best
efforts to take all action and to do all things necessary, proper, or advisable
in order to consummate and make effective the transactions contemplated
by this
Agreement (including the execution and delivery of such other documents
and
agreements as may be necessary to effectuation the transfer of the Interest
upon
exercise of the option).
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date
first set forth above.
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CABOWISE
INTERNATIONAL LTD.
By:
/s/
Name:_________________________
Title:__________________________
Address:_______________________
__________________________
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|
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Grantors:
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XXXXXXX
XXX
/s/
Xxxxxxx
Xxx
Address:_______________________
__________________________
Percentage
Interest in Company:
61%
|
XXXXXX
XXXX
/s/ Xxxxxx
Xxxx
Address:_______________________
______________________________
Percentage
Interest in Company:
10%
|
|
XXXXXXX
XXXXX
/s/ Xxxxxxx
Xxxxx
Address:_______________________
__________________________
Percentage
Interest in Company:
8%
|
XXXXXX
XXX
/s/ Xxxxxx
Xxx
Address:_______________________
______________________________
Percentage
Interest in Company:
6%
|
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