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SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
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3.Licensed consideration


3.1Party A proposes to pay 17.9% of the existing total equity (i.e. 457,376,784 shares)of Courage Investment Group Limited (ticker symbol: 1145) (its parent company listed in Hong Kong) to Party B (i.e. 82,327,491.9 common shares), which is about HKD 151,482,585 based on the closing price of HKD1.84 dated on 16th Oct. 2017. Both Parties agree to adjust the licensed consideration appropriately based on the licensed assets assessment methods of international professional assessment institutions.


3.2The executive director of Courage Investment Group Limited shall be designated by Party B.


4.Time of payment and joint guarantees


4.1Party A shall deliver the Consideration Shares to Party B within 40 working days after the signing of this Agreement.


4.2Party A and its shareholders shall undertake the joint and several liability guarantee in respect of the payment obligation.


5.Exclusive Clause


Within 40 working days from the date of signing this agreement (or such later date as the parties agree in writing), Party B undertakes to give Party A the exclusive right to cooperate on the red coin chain technology platform. During the period in which this exclusive right is valid, Party B, its holding or affiliated companies, and its representatives or intermediaries shall not, directly or indirectly, (a) initiate, respond to or participate in any other buyer's direct or indirect proposal and discussion on the cooperation of the red coin chain technology platform; (b) solicit or encourage any inquiries, discussions or proposals regarding acquisitions, investments, or any other transactions made by any other party to discuss a similar transaction with party A; (c) continue or propose negotiate, or discuss on any other transaction that is similar to the transaction negotiated with Party A.; and (d) to enter into any agreement or memorandum or memorandum of understanding in respect of the acquisition, investment, or any other transaction similar to the transaction discussed with Party A for the red coin chain technology platform.




For the content of this agreement, both parties shall have the obligation of confidentiality and may not disclose to any third party, except for the mandatory provisions of laws.


7.Applicable law and dispute resolution


7.1The Agreement shall be governed and explained by relative laws of PRC.


7.2 Any dispute arising out of or in connection with this Agreement shall be resolved through friendly negotiation. In case no settlement to disputes can be reached through negotiation, the disputes shall be submitted to people’s court where the contract is signed.