SUNITY ONLINE ENTERTAINMENT LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of ______________, 2011Deposit Agreement • February 23rd, 2011 • Sunity Online Entertainment LTD • Services-business services, nec • New York
DEPOSIT AGREEMENT dated as of ______________, 2011 among SUNITY ONLINE ENTERTAINMENT LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 6th, 2011 • Sunity Online Entertainment LTD • Services-business services, nec • New York
This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this day of October 1, 2011 (the “Effective Date”), by and between Sunity Online Entertainment Ltd. (the “Company”), and Jianing Yao (the “Independent Director”).
DIRECTOR AGREEMENTDirector Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec • New York
This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of March 26, 2010 (the “Effective Date”), by and between Sunity Online Entertainment Ltd. (the “Company”), and Anbao Teng (the “Director”).
UNDERWRITING AGREEMENT between Sunity Online Entertainment LimitedUnderwriting Agreement • February 27th, 2012 • Sunity Online Entertainment LTD • Services-business services, nec • New York
The undersigned, Sunity Online Entertainment Limited, a Cayman Islands exempted limited liability company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with ICM Capital Markets Ltd. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters for which the Representative is acting as representative (the Representative and such other underwriter or underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SUNITY ONLINE ENTERTAINMENT LIMITED MANAGEMENT AGREEMENTManagement Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec • New York
Party A: Sunity Online Entertainment Limited, (the “Company”) a limited liability company duly incorporated in Cayman Island, and
UNDERWRITING AGREEMENT between SUNITY ONLINE ENTERTAINMENT LIMITED (a Cayman Islands exempted limited liability company) and RODMAN & RENSHAW, LLC as Representative [__________] American Depositary Shares Representing [_______] Ordinary Shares ($0.001...Underwriting Agreement • February 23rd, 2011 • Sunity Online Entertainment LTD • Services-business services, nec • New York
The undersigned, Sunity Online Entertainment Limited, a Cayman Islands exempted limited liability company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriter or underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ESCROW AGREEMENT (Subscription Escrow Agreement)Escrow Agreement • May 23rd, 2012 • Sunity Online Entertainment LTD • Services-business services, nec • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Agreement”), is entered into as of May 16, 2012, by and among Sunity Online Entertainment Limited (“Issuer”), ICM Capital Markets Ltd. (“Depositor”, and together with Issuer, sometimes referred to individually as “Party” and collectively as the “Parties”), and JPMorgan Chase Bank, N.A. (the “Escrow Agent”).
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • November 12th, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Cao Ping, holder of the PRC Identity Card No. 610103195504173222, with residence at No. 13, 5 Ceng. Unit1, Building7, 3546 Gongchang, Xinwen Xiang, Beiln Qu, Xian Shi, Shanxi, China;
SHARE PLEDGE AGREEMENTShare Pledge Agreement • November 12th, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Beijing Yangguang Jiaze Network Technology Co., Ltd., with its registered office at Room 702, Block C, International Finance Center, West Third Ring, Beijing, China (“Part A”)
UNDERWRITING AGREEMENT between Sunity Online Entertainment LimitedUnderwriting Agreement • June 28th, 2012 • Sunity Online Entertainment LTD • Services-business services, nec • New York
The undersigned, Sunity Online Entertainment Limited, a Cayman Islands exempted limited liability company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with ICM Capital Markets Ltd. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters for which the Representative is acting as representative (the Representative and such other underwriter or underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGIONAL DISTRIBUTOR AGREEMENTRegional Distributor Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Based on the principle of win-win in cooperation, mutual benefits and co-development, through friendly discussion, the Parties agree that Party B, acting as the cooperative distributor of the Dream Game of Party A (Note: renamed as Qihang Game in later 2009), will distribute Party A’s game tokens. The Parties hereby agree as follows pursuant to the policy, laws and regulations of the People’s Republic of China;
EXCLUSIVE PURCHASE OPTION AGREEMENTExclusive Purchase Option Agreement • November 12th, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Cao Ping, holder of the PRC Identity Card No. 610103195504173222, with residence at No.13, 5 Ceng, Unit1, Building7, 3546 Gongchang, Xinwen Xiang, Beiln Qu, Xian Shi, Shanxi, China;
SUNITY ONLINE ENTERTAINMENT LIMITED MANAGEMENT AGREEMENTManagement Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec • New York
Party A: Sunity Online Entertainment Limited, (the “Company”) a limited liability company duly incorporated in Cayman island, and
Service Supplemental AgreementService Supplemental Agreement • November 12th, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Whereas Party A and Party B executed an agreement in March 2010, pursuant to which Party B was engaged to be Party A’s Chief Financial Officer.
NON-EXCLUSIVE DISTRIBUTOR AGREEMENTNon-Exclusive Distributor Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Party B is a legitimate operation company which has the marketing channels of electronic commerce or network products.
Through friendly negotiation, the parties have reached the following cooperation agreements:Sunity Online Entertainment LTD • September 21st, 2010 • Services-business services, nec
HARDWARE EQUIPMENT PURCHASE AGREEMENTHardware Equipment Purchase Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
In accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations of the People’s Republic of China (“PRC”), with friendly discussion about server purchase, the Parties hereby agree as follows:
ESCROW AGREEMENT (Subscription Escrow Agreement)Escrow Agreement • February 27th, 2012 • Sunity Online Entertainment LTD • Services-business services, nec • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Agreement”), is entered into as of _______, 2012, by and among Sunity Online Entertainment Limited (“Issuer”), ICM Capital Markets Ltd. (“Depositor”, and together with Issuer, sometimes referred to individually as “Party” and collectively as the “Parties”), and JPMorgan Chase Bank, N.A. (the “Escrow Agent”).
SUNITY ONLINE ENTERTAINMENT LIMITED MANAGEMENT AGREEMENTManagement Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec • New York
Party A: Sunity Online Entertainment Limited, (the “Company”) a Limited liability company duly incorporated in Cayman Island, and
Property Leasing AgreementProperty Leasing Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
In accordance with the PRC Contract Law, Party A and Party B executed this agreement regarding Party B’s leasing of Party A’s property after friendly negotiation.
AMENDMENT NO. 1 TO ESCROW AGREEMENT (Subscription Escrow Agreement)Escrow Agreement • June 28th, 2012 • Sunity Online Entertainment LTD • Services-business services, nec • New York
THIS AMENDMENT NO. 1 TO ESCROW AGREEMENT (this “Amendment”), dated as of June 27, 2012, is made by and among Sunity Online Entertainment Limited (“Issuer”), ICM Capital Markets Ltd. (“Depositor”, and together with Issuer, sometimes referred to individually as “Party” and collectively as the “Parties”), and JPMorgan Chase Bank, N.A. (the “Escrow Agent”).
NON-EXCLUSIVE DISTRIBUTOR AGREEMENTNon-Exclusive Distributor Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Party B is a legitimate operation company which has the marketing channels of electronic commerce or network products.
EXCLUSIVE COLLABORATION AGREEMENTExclusive Collaboration Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
NOW, THEREFORE, through friendly negotiation and on the principle of equality and mutual benefit, in relation to the exclusive license granted, by Party A, to Party B to sell and operate the software developed, the exclusive technical support and maintenance provided, by Party A, to Party B and the payment by Party B to Party A under this Agreement, Parties hereby agree as follows:
NON-EXCLUSIVE DISTRIBUTOR AGREEMENTNon-Exclusive Distributor Agreement • September 21st, 2010 • Sunity Online Entertainment LTD • Services-business services, nec
Party B is a legitimate operation company which has the marketing channels of electronic commerce or network products.
Lock-Up AgreementLock-Up Agreement • February 27th, 2012 • Sunity Online Entertainment LTD • Services-business services, nec
Domain Name Usage AgreementDomain Name Usage Agreement • November 7th, 2011 • Sunity Online Entertainment LTD • Services-business services, nec
Party A: Xianzhen Lin Signing or chop: Signing date: Nov. 2011 Party B: Xi’an Qujiang Sunity Technology Limited. Signing or chop: Signing date: Nov. 2011
SUNITY ONLINE ENTERTAINMENT LIMITED MANAGEMENT AGREEMENTManagement Agreement • November 7th, 2011 • Sunity Online Entertainment LTD • Services-business services, nec • New York
Party A: Sunity Online Entertainment Limited, (the “Company”) a limited liability company duly incorporated in Cayman Island, and
