SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of March 30, 2017, is entered into by and among Tongfang
Investment Fund Series SPC, a company organized under the laws of the Cayman Islands (the "Purchaser"), Xinjiang NQ Mobile Venture Capital Investment, Co., Ltd.
, a company incorporated under the laws of the PRC (the "Selling Shareholder") and NQ Mobile Inc., an exempted company incorporated under the laws of the Cayman Islands ("NQ").
WHEREAS, NQ holds 100% equity interests in NQ International Limited, a Hong Kong company, which in turn holds 100% equity interests in
NQ Mobile (Beijing) Co., Ltd.
, a company organized under the laws of the PRC. NQ Mobile (Beijing) Co., Ltd. controls Beijing NQ Technology Co., Ltd.
through a series of contractual arrangements (such arrangements is referred to as "NQ Control Documents" in this Agreement), and Beijing NQ Technology Co., Ltd. holds 100% equity interests
in the Selling Shareholder.
WHEREAS, the Selling Shareholder desires to sell and deliver to the Purchaser, and the Purchaser
desires to purchase and acquire from the Selling Shareholder, upon the terms and conditions set forth in this Agreement, the Sale Shares (as defined below).
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Selling Shareholder and the Purchaser hereby agree as follows:
DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
"Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person;
"Agreement" has the
meaning set forth in the Preamble;
"AIC" means the Administration for Industry and Commerce of the PRC;
"Bankruptcy and Equity Exception" has the meaning set forth in Section 3.2;
"Beijing Showself SPA" means the share purchase agreement dated the date of this agreement entered into by and
among Tongfang Investment Fund Series SPC, Beijing NQ Technology Co., Ltd.
and NQ Mobile Inc. in relation to the sale and purchase of 65% equity interest in Beijing Showself Technology Co., Ltd
"Business Day" means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by Law to be closed in Beijing or Hong Kong;
"Company" means FL Mobile
Jiutian Technology, Co., Ltd.
, a company incorporated under the laws of the PRC;
Property" means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and
processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases that are owned or used by the
Company in the conduct of the Companys business as now conducted;
"Contract" means any agreement, contract, lease,
indenture, instrument, note, debenture, bond, mortgage or deed of trust or other agreement, commitment, arrangement or understanding;
"Control" (including the terms "Controlled by" and "under common Control
with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or
otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person or securities that represent a majority of the outstanding
voting securities of such Person;
"Control Documents" means collectively the NQ Control Documents, Dr. Shi
Control Documents and Xinjiang Yinghe Control Documents;
"Encumbrance" means any security interest, pledge, mortgage,
lien, charge, claim, hypothecation, title defect, right of first option or refusal, right of preemption, third-party right or interests, put or call right, lien, adverse claim of ownership or use, or other encumbrance of any kind;
"Dr. Shi" means Dr. Vincent Wenyong Shi, the holder of PRC passport #G21057393;