TERMINATION OF SERVICES AGREEMENT
This TERMINATION OF SERVICES
AGREEMENT (hereinafter, this “Agreement”) is
entered into as of February 16, 2011, by and among (1) Beijing Huate Xingye
Technology Co., Ltd., (2) Dalian Xxxxxxx International Shipping Agency Co.,
Ltd., (3) Dalian Xxxxxxx International Logistics Co., Ltd., (4) Dalian Shipping
Online Network Co., Ltd., (5) Wallis Development Limited, (6) Dalian Xxxxxxx
Group Co., Ltd., (7) Dalian Weihang Freight Forwarding Co., Ltd., (8) Dalian
Xxxxxxx Shipping Co., Ltd., (9) Li Honglin, an individual and (10) Xxx Xxxx, an
individual (each is hereafter sometimes referred to herein individually as a
“Party”, and
collectively as the “Parties”).
RECITALS
WHEREAS, the Parties entered
into those certain Exclusive Technology Consulting and Service Agreements,
Exclusive Equity Interest Purchase Agreements, Equity Interest Pledge
Agreements, and Powers of Attorney, dated as of March 31, 2008, which are listed
on Schedule I
attached hereto (collectively, the “Service Agreements”);
and
WHEREAS, the Parties desire to
terminate the Service Agreements, the business arrangements made thereunder and
the transactions contemplated thereby, and to provide for certain other rights
and obligations of the Parties, all as set forth herein.
NOW, THEREFORE, on the terms
and subject to the conditions hereinafter set forth, the Parties hereby agree as
follows:
AGREEMENT
1. Recitals. The above
recitals are true and correct and are incorporated herein, in their entirety, by
this reference.
2. Termination
Date. Notwithstanding any terms set forth in any of the
Service Agreements, the Parties agree that this Agreement shall become effective
and legally binding on all of the Parties as of the date first set forth above
(such date hereafter referred to as the “Termination
Date”).
3. Termination.
3.1 Termination of the Service
Agreements. Notwithstanding
any terms set forth in any of the Service Agreements, the Parties hereby agree
that each and all of the Service Agreements are hereby terminated as of the
Termination Date, and that all rights, duties and obligations of the Parties
under the Service Agreements, including, without limitation, any and all rights,
duties and obligations in respect of (a) the variable interest entity
arrangements, (b) pledges of collateral and (c) powers to appoint personnel,
contemplated therein, shall cease from the Termination Date in all respects and
have no further force or effect.
3.2 Transfer - Confirmation and
Acknowledgement. The
Parties confirm and acknowledge that no Party, at any time prior to the
Termination Date, attempted to, or effected, the assignment or transfer of any
rights granted under the Service Agreements to any individual or entity outside
of the Parties hereto.
3.3 Release. Each
Party hereby waives, releases and discharges the others and their officers,
owners, directors, employees and agents against any and all causes of action,
claims, rights, or any other demands or other obligations whatsoever, whether
known or unknown, direct or indirect, liquidated or un-liquidated, or special,
incidental, consequential, exemplary or multiple, that such Party now has or
hereafter shall or may have against the other arising under or in respect of the
Service Agreements, whether arising on, prior to or after the Termination
Date.
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3.4 Survival. The
Parties hereby agree that their obligations pertaining to confidentiality and
indemnification contained in the Service Agreements shall survive the
termination of the Service Agreements and remain in full force and effect
thereafter.
4. Termination Fees. In
connection with the termination of the Service Agreements as contemplated by
this Agreement, Xxxxxxx Online Shipping Holdings Corporation shall receive a fee
of RMB1,000,000.
5. Miscellaneous
5.1 Governing
Law. The
validity, construction and performance of this Agreement shall be governed by
and construed in accordance with the laws of the People’s Republic of
China.
5.2 Severability. If
any provision of this Agreement shall be held to be illegal, invalid or
unenforceable, each Party agrees that such provision shall be enforced to the
maximum extent permissible so as to effect the intent of the Parties, and the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby. If necessary to
effect the intent of the parties, the Parties shall negotiate in good faith to
amend this Agreement to replace the unenforceable language with enforceable
language that reflects such intent as closely as possible.
5.3 Binding on
Successors. This
Agreement shall be binding upon and inure to the benefit of the successors and
permitted assigns of the Parties.
5.4 Execution in
Counterparts. This
Agreement may be executed in any number of counterparts each of which shall be
deemed an original for all purposes, and all counterparts shall together
constitute one and the same instrument.
5.5 Entire
Agreement. This
Agreement constitutes the entire agreement between the Parties hereto and
supersedes any oral or written representation, understandings, proposals or
communications heretofore entered into by or on account of the Parties with
respect to the subject matter hereof. This Agreement may not be
changed, modified or amended except in a writing signed by each of the Parties
hereto.
**
Signature page follows **
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IN WITNESS WHEREOF, the
Parties hereto have caused their duly authorized representative to execute this
Termination of Services Agreement as of the date first set forth
above.
Schedule
I
1.
Exclusive Technology Consultation Service Agreement, dated March 31, 2008, by
and among Beijing Huate Xingye Keji Co. Ltd. and Xxxxxxx
International
2.
Exclusive Technology Consultation Service Agreement, dated March 31, 2008, by
and among Beijing Huate Xingye Keji Co. Ltd. and Xxxxxxx Logistics
3.
Exclusive Technology Consultation Service Agreement, dated March 31, 2008, by
and among Beijing Huate Xingye Keji Co. Ltd. and Shipping Online
4.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among
Wallis Development Limited, Dalian Xxxxxxx International Shipping Agency Co.,
Ltd. and Dalian Xxxxxxx Group Co., Ltd.
5.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among
Wallis Development Limited, Dalian Xxxxxxx International Shipping Agency Co.,
Ltd. and Dalian Weihang Logistic Agent Co., Ltd.
6.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among
Wallis Development Limited, Dalian Xxxxxxx International Shipping Agency Co.,
Ltd. and Dalian Xxxxxxx Shipping Co., Ltd.
7.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and
between Wallis Development Limited, Dalian Xxxxxxx International Logistics Co.,
Ltd. and Dalian Xxxxxxx Group Co., Ltd.
8.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and
between Wallis Development Limited, Dalian Xxxxxxx International Logistics Co.,
Ltd. and Dalian Xxxxxxx Shipping Co., Ltd.
9.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and
between Wallis Development Limited, Dalian Xxxxxxx International Logistics Co.,
Ltd. and Dalian Xxxxxxx International Shipping Agency Co., Ltd.
10.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among
Wallis Development Limited, Dalian Shipping Online Network Co., Ltd. and Li
Honglin
11.
Exclusive Equity Interest Purchase Agreement, dated March 31, 2008, by and among
Wallis Development Limited, Dalian Shipping Online Network Co., Ltd. and Xxx
Xxxx
12.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Dalian Xxxxxxx Group Co.
13.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Dalian Xxxxxxx Shipping Co., Ltd.
14.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Dalian Weihang Logistic Agent Co.,
Ltd.
15.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Dalian Xxxxxxx International Logistics Co.,
Ltd.
16.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Dalian Xxxxxxx Group Co.
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17.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Xxxxxxx Shipping Co., Ltd.
18.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Li Honglin
19.
Equity Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and Xxx Xxxx
20.
Xxxxxx of Attorney, dated March 31, 2008, executed by Dalian Xxxxxxx Group Co.,
Ltd., Dalian Xxxxxxx Shipping Co., Ltd. and Dalian Weihang Logistic Agent Co.,
Ltd. in favor of Beijing Huate Xingye Keji Co. Ltd. For Dalian Xxxxxxx
International Shipping Agency Co., Ltd.
21.
Powers of Attorney, dated March 31, 2008, executed by Dalian Xxxxxxx Group Co.,
Ltd., Dalian Xxxxxxx Shipping Co., Ltd. and Dalian Xxxxxxx International
Shipping Agency Co., Ltd. in favor of Beijing Huate Xingye Keji Co. Ltd. for
Dalian Xxxxxxx International Logistics Co., Ltd.
22.
Powers of Attorney, dated March 31, 2008, executed by Li Honglin and Xxx Xxxx in
favor of Beijing Huate Xingye Keji Co. Ltd. and Dalian Shipping Online Network
Co., Ltd.
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