Contract
EXHIBIT 99.6
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of September 15, 2011, among
Xxxxx Xx (the “Founder”), Kingsford Resources Limited, a company incorporated under the
laws of the British Virgin Islands (the “Founder Vehicle”, and together with the Founder,
the “Founder Parties”), CDH Inservice Limited, a company incorporated under the laws of the
British Virgin Islands (the “Existing Investor”), and TPG Asia V MU, Inc., a company
incorporated under the laws of Mauritius (the “Sponsor”). Each of the Founder Parties
(taken as a whole), the Existing Investor and the Sponsor is referred to herein as a
“Party” and collectively, the “Parties”.
WHEREAS, the Parties entered into a consortium agreement dated as of May 14, 2011 (the
“Consortium Agreement”) in relation to a proposed transaction with respect to CNinsure
Inc.; and
WHEREAS, the Parties, after consultation with one another, have withdrawn the Proposal (as
defined in the Consortium Agreement) and unanimously determined not to proceed with the Transaction
(as defined in the Consortium Agreement), and wish to terminate the Consortium Agreement upon the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants set
forth hereinafter, the Parties hereby agree as follows:
1. Definitions and Interpretation. Capitalized terms used herein and not otherwise
defined shall have their respective meaning as set forth in the Consortium Agreement. The
provisions of Article XI (Definitions and Interpretation) of the Consortium Agreement shall apply
mutatis mutandis with respect to this Agreement.
2. Termination of the Consortium Agreement. The Consortium Agreement shall be
terminated with immediate effect; provided that, notwithstanding the foregoing, (a) Section
3.01(b) (Transaction Costs), Article IV (Limitation of Liability), Section 7.02 (Confidentiality),
Section 7.03 (Permitted Disclosures), Article VIII (Notices), Article X (Miscellaneous) (other than
Section 10.02 (Further Assurances)), and Article XI (Definitions and Interpretation) of the
Consortium Agreement shall continue to have effect and be binding on each Party in accordance with
their respective terms following such termination, and (b) nothing herein shall relieve any Party
from liability for any breach of the Consortium Agreement or other acts or omissions occurring on
or prior to the date hereof, and each Party reserves all of its respective rights.
3. Further Assurances. Each Party shall use all reasonable best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with
the other Parties in doing, all things necessary, proper or advisable to carry out the intent and
purposes of this Agreement.
4. Amendment. Neither this Agreement nor any term hereof may be amended or otherwise
modified other than by an instrument in writing signed by the Parties.
5. Counterparts. This Agreement may be executed in counterparts and all counterparts
taken together shall constitute one document. This Agreement shall not be effective until each
Party has executed at least one counterpart.
6. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York. The provisions of Section 10.09 (Governing Law) and
Section 10.10 (Remedies) of the Consortium Agreement shall apply mutatis mutandis with respect to
this Agreement.
* * * *
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of
the date first written above.
XXXXX XX |
||||
/s/ Xxxxx Xx | ||||
KINGSFORD RESOURCES LIMITED |
||||
By: | /s/ Xxxxx Xx | |||
Name: | Xxxxx Xx | |||
Title: | Director | |||
CDH INSERVICE LIMITED |
||||
By: | /s/ Kiang Xxx Xxx | |||
Name: | Kiang Xxx Xxx | |||
Title: | Director | |||
TPG ASIA V MU, INC. |
||||
By: | /s/ Sing Wang | |||
Name: | Sing Wang | |||
Title: | Authorized Signatory |
2