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Title: |
Option Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
23KB total |
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Price: |
$44 |
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ID: |
#1367376 |
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OPTION AGREEMENT
Entered into by and among
BYAIR CORPORATION
and
Wenliang Zhao
and
Shanghai Mtone Wireless Network Information Co., Ltd.
Effective December 20, 2003
OPTION AGREEMENT
Option Agreement (this Contract), dated as of Dec 20, 2003, among:
| (1) | BYAIR CORPORATION, a company established and registered in the U.S.A., with the address at 3080 Olcott Street, Suite 100 A, Santa Clara, CA 95054 (the Party A) |
| (2) | Wenliang Zhao, Resident of the Peoples Republic of China (the PRC) (the Party B); |
| (3) | Shanghai Mtone Wireless Network Information Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with the legal registration address at Room 505-A, 727 Zhang Jiang Road, Pudong New District, Shanghai (the Party C). |
As used in this Contract, each Party A, Party B, and Party C is the Party respectively, and are collectively the Parties.
WHEREAS,
| 1. | Party B has the ownership of 40% equity interest in Party C. |
| 2. | A loan agreement has been entered into by Party A and Party B on December 20, 2003 (the Loan Agreement). |
| 3. | Party C and Mtone Wireless Telecommunication (Shanghai) Co., Ltd., a 100% owned subsidiary company of Party A, entered into a series of agreements such as Exclusive Technical Services Agreement. |
NOW, THEREFORE, the parties to this Contract hereby agree as follows:
| 1. | Purchase and Sale of Equity Interest |
Section 1.1 Authorization
Party B hereby irrevocably delivers to Party A, under the laws of the PRC, an option (Purchase Right of Equity Interest) of, following the steps decided by Party A, and the price specified in Section 1.3 of this Contract,
purchasing by Party A or by one or more persons designated by Party A (the Designated Persons) at any time from Party B of its all or part of its equity interest in Party C. Except Party A and the Designated Persons, no third party has such Purchase Right of Equity Interest. Party C hereby agrees to the delivery of the Purchase Right of Equity Interest from Party B to Party A. As specified in this Section and this Contract, the person refers to persons, corporations, joint ventures, partnerships, enterprises, trusts or non-corporation organizations.
Section 1.2 Steps
The exercise of the Purchase Right of Equity Interest of Party A shall be upon and subject to the laws and regulations of PRC. Party A shall send a written notice (the Notice of Purchase of Equity Interest) to Party B upon its exercise of Purchase Right of Equity Interest. The Notice of Purchase of Equity Interest shall have in it the following contents:
| (a) | Party As decision to exercise purchase right; |
| (b) | The Equity Interest proposed to be purchased by Party A from Party B (the Purchased Equity Interest); |
| (c) | Purchase Date/Equity Interest transferring date. |
Section 1.3 Purchase Price
Except in the case of an evaluation request under law, the price of the Purchased Equity Interest (Purchase Price) shall be equivalent to the actual amount of the Purchased Equity Interest previously contributed by Party B.
Section 1.4 Transfer of the Purchased Equity Interest
Every time upon Party As exercise of the Purchase Right of Equity Interest:
| (a) | Party B shall supervise and urge Party C to convene a shareholders meeting, and during the meeting, to pass the decision or resolution to transfer the equity interest from Party B to Party A and/or the Designated Persons; |
| (b) | Party B shall, upon the terms and conditions of this Contract and the Notice of Purchase of Equity Interest, enter into Equity Interest Transfer Contract with Party A (or, in applicable situations, the Designated Persons); |
| (c) |
The related parties shall enter into all other requisite contracts, agreements or documents, acquire all requisite approvals and consent of the government, and, without any Security Interest, perform all requisite action to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Person, and make Party A and/or the Designated Person become the registered owner of the Purchased Equity Interest. For this Section and this Contract, Security Interest refers to security, mortgage, right or interest of the third party, |
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any option, right of acquisition, prior purchase right, right of set-off, ownership detainment or other security arrangements, and for avoidance, it does not include any security interest subject to this Contract or the equity interest pledge contract of Party B. As described in this Section and this Contract, the Equity Interest Pledge Contract of Party B refers to the Equity Interest Pledge Contract entered into by Mtone Wireless Telecommunication (Shanghai) Co., Ltd. and Party B dated as of the signing date of this Contract. According to said Contract, to ensure Party C to perform the obligations subject to the Exclusive Technology Consulting and Service Agreement entered into between Party C and Mtone Wireless Telecommunication (Shanghai) Co., Ltd., Party B pledges all its equity interest in Party C to Mtone Wireless Telecommunication (Shanghai) Co., Ltd. |
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