SC 13D/A

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 1 of 10

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

SKY-MOBI LIMITED
(Name of Issuer)

Common Shares, par value $0.00005 per share
(Title of Class of Securities)

83084G 109**
(CUSIP Number)

	With a copy to
Mr. Michael Tao Song	Ms. Fang Xue
c/o Sky-mobi Limited	Gibson, Dunn & Crutcher LLP
10/F, Building B, United Mansion	Unit 1301, Tower 1, China Central Place,
No. 2 Zijinghua Road	No. 81 Jianguo Road
Hangzhou, Zhejiang 310013	Beijing 100025
People’s Republic of China	People’s Republic of China
Telephone: +86.571.8777.0978	Telephone: +86.10.6502.8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 22, 2016
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** This CUSIP applies to the Issuer’s American Depositary Shares, each representing eight common shares.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 2 of 10

1	NAMES OF REPORTING PERSONS Mobi Joy Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 50,647,288 common shares
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 50,647,288 common shares
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,647,288 common shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 21.5%*
14	TYPE OF REPORTING PERSON CO

* Percentage calculated based on the total number of 235,179,475 common shares outstanding as of August 24, 2016, including outstanding unvested restricted shares that entitle the holders thereof to vote such shares.

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 3 of 10

1	NAMES OF REPORTING PERSONS Xplane Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 64,950,744 common shares.
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 64,950,744 common shares
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,950,744 common shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 27.6%*
14	TYPE OF REPORTING PERSON CO

* Percentage calculated based on the total number of 235,179,475 common shares outstanding as of August 24, 2016, including outstanding unvested restricted shares that entitle the holders thereof to vote such shares.

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 4 of 10

1	NAMES OF REPORTING PERSONS Michael Tao Song
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 53,047,2881 common shares
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 53,047,2881 common shares
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,047,2881 common shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.6%*
14	TYPE OF REPORTING PERSON IN

¹ Based on (i) 50,647,288 common shares held by Mobi Joy Limited, (ii) 960,000 common shares in the form of American Depository Shares held by Michael Tao Song, and (iii) 1,440,000 unvested restricted shares held by Michael Tao Song.

* Percentage calculated based on the total number of 235,179,475 common shares outstanding as of August 24, 2016, including outstanding unvested restricted shares that entitle the holders thereof to vote such shares.

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 5 of 10

This Amendment No. 1 to Schedule 13D (the “Amendment”) is being filed jointly by Mobi Joy Limited (“Mobi Joy”), Michael Tao Song (“Mr. Song”), and Xplane Ltd. (“Xplane,” together with Mobi Joy and Mr. Song, the “Reporting Persons”).

This Amendment amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed jointly with the Securities and Exchange Commission (the “SEC”) on June 24, 2016 (the “Original Schedule 13D”) by the Reporting Persons with respect to the common shares, par value $0.00005 per share (the “Common Shares”), including Common Shares represented by American Depositary Shares (each representing eight Common Shares), of Sky-mobi Limited (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Pursuant to an Agreement and Plan of Merger, dated as of August 22, 2016 (the "Merger Agreement"), by and among the Issuer, Amber Shining Investment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and Power Rich Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent ("Merger Sub"), subject to the terms and conditions thereof, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein in its entirety by reference to Exhibit 99.2 to the Form 6-K (as defined below) filed by the Issuer on August 23, 2016.

It is anticipated that, at a price of US$2.20 per American Depositary Share or approximately US$0.275 per Common Share, in cash, approximately US$35,000,000 will be expended in (i) acquiring 94,945,472 Common Shares owned by shareholders of the Issuer other than the Reporting Persons and (ii) settling outstanding options to purchase Common Shares and shares of restricted stock granted under the Company Incentive Plans (as defined in the Merger Agreement), in connection with the Merger. Pursuant to the commitment letter referenced in Item 4 below, and subject to the terms and conditions thereunder, the Merger will be financed with a loan facility to be provided to Merger Sub by China Merchants Bank Co., Ltd., New York Branch (the “Lender”).

The information set forth in or incorporated by reference in Item 4 of this Amendment is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The descriptions of the Merger and the Merger Agreement set forth in Item 3 are incorporated by reference in their entirety into this Item 4.

Merger Agreement

On August 22, 2016, as announced in the Current Report on Form 6-K filed by the Issuer on August 23, 2016 ( the “Form 6-K”), the Issuer entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the Surviving Corporation. Under the terms of the Merger Agreement, each Common Share, including Common Shares represented by American Depositary Shares, issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) shall cease to be outstanding, cancelled, and cease to exist and the register of members of the Issuer will be amended accordingly. Each Common Share (other than the Excluded Shares and the Dissenting Shares, each as defined in the Merger Agreement) shall thereafter represent only the right to receive US$0.275 in cash per Common Share without interest. Each holder of Dissenting Shares shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to such Dissenting Shares.

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 6 of 10

The Merger Agreement contains customary representations and warranties for a transaction of this type. The Merger Agreement also contains customary covenants providing that, among other things, (i) each of the parties use commercially reasonable efforts to cause the transactions to be consummated and (ii) the Issuer call and hold a general meeting of the Issuer’s shareholders for purposes of voting and approving the Merger Agreement (the “Company Shareholders’ Meeting”). The Merger Agreement also requires the Issuer to conduct its operations in all material respects according to its ordinary course of business consistent with past practice during the period between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement. The Issuer is subject to customary “no shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third parties regarding alternative acquisition proposals, subject to certain exceptions in certain circumstances prior to the approval of the Merger Agreement by the shareholders of the Issuer.

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by holders of the Common Shares representing two-thirds or more of the outstanding Shares present and voting in person or by proxy as a single class at the Company Shareholders’ Meeting. The Merger Agreement may be terminated by the Issuer or Parent under certain circumstances, including if holders of more than 5% of Common Shares validly serve a notice of dissent. The Merger Agreement provides for the payment of a termination fee of US$1,000,000 by the Issuer to Parent if the Merger Agreement is terminated under certain conditions. The Merger Agreement also provides for the payment of a termination fee of US$2,000,000 by Parent to the Issuer (the “Parent Termination Fee”) if the Merger Agreement is terminated under certain conditions.

If the transactions contemplated by the Merger Agreement are consummated, the Issuer will become a privately held company, and its American Depositary Shares would be deregistered under the Exchange Act and would be delisted from the NASDAQ Global Select Market.

Upon consummation of the Merger, the director(s) of Merger Sub at the Effective Time shall, from and after the Effective Time, be the director(s) of the Surviving Corporation, unless otherwise determined by Parent prior to the Effective Time, until their respective successor(s) have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the memorandum of association and articles of association of the Surviving Corporation.

Limited Guarantee

In connection with the transactions contemplated by the Merger Agreement, on August 22, 2016, the Reporting Persons entered into a limited guarantee (the “Limited Guarantee”) with the Issuer, pursuant to which the Reporting Persons, severally and not jointly, irrevocably and unconditionally guarantee to the Issuer, subject to certain conditions, the Parent Termination Fee and certain reimbursement and indemnification obligations of Parent under the Merger Agreement. The Reporting Persons’ payment obligations under the Limited Guarantee will not exceed US$2,000,000, other than certain reimbursement obligations thereunder. The Limited Guarantee will terminate on the earliest of (i) the Effective Time; (ii) in the case of a termination of the Merger Agreement in accordance with its terms in circumstances where the Parent Termination Fee is not payable pursuant to the Merger Agreement, upon such termination; and (iii) in the case of a termination of the Merger Agreement for which the Parent Termination Fee is payable pursuant to the Merger Agreement, the date falling ninety (90) days after such termination (subject to certain exceptions). The information disclosed in this paragraph is qualified in its entirety by reference to the Limited Guarantee, a copy of which is filed as Exhibit 4 and is incorporated herein by reference in its entirety.

Support Agreement

In connection with the transactions contemplated by the Merger Agreement, on August 22, 2016, Parent and the Reporting Persons entered into a Support Agreement (the “Support Agreement”), pursuant to which, in connection with the consummation of the Merger, each Reporting Person agrees to (i) appoint Parent and any designee thereof as its proxy and attorney-in-fact and vote all of the Common Shares owned by such Reporting Person at the Company Shareholders’ Meeting in favor of the Merger, in each case upon the terms and conditions set forth therein; (ii) cancel such Common Shares owned by such Reporting Person (including Common Shares represented by American Depositary Shares) held thereby for no consideration in the Merger; and (iii) subscribe for newly issued shares of Parent at or immediately prior to the Effective Time. The information disclosed in this paragraph is qualified in its entirety by reference to the Support Agreement, a copy of which is filed as Exhibit 5, and is incorporated herein by reference in its entirety.

Debt Commitment Letter

In connection with the transactions contemplated by the Merger Agreement, on August 22, 2016, the Lender issued a commitment letter (the “Debt Commitment Letter”) to Parent and Merger Sub, pursuant to which the Lender agrees to provide a senior secured term loan facility in an aggregate principal amount of US$40,000,000 to fund the transactions contemplated by the Merger Agreement, subject to various customary terms and conditions contained in the Debt Commitment Letter. The information disclosed in this paragraph is qualified in its entirety by reference to the Debt Commitment Letter, a copy of which is filed as Exhibit 6, and is incorporated herein by reference in its entirety.

Except as set forth in this Item 4 or as would occur upon completion of any of the matters discussed herein, none of the Reporting Persons have any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any actions that could involve one or more of the types of transaction or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 7 of 10

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a), (b) The following table sets forth the beneficial ownership of Common Shares of the Issuer for each of the Reporting Persons.

Reporting Person	Amount beneficially owned:(1) (in Common Shares)	Percent of class:(2)	Sole power to vote or direct the vote: (in Common Shares)	Shared power to vote or to direct the vote: (in Common Shares)	Sole power to dispose or to direct the disposition of: (in Common Shares)	Shared power to dispose or to direct the disposition of: (in Common Shares)
Mobi Joy	50,647,288	21.5%	50,647,288	0	50,647,288	0
Xplane	64,950,744	27.6%	64,950,744	0	64,950,744	0
Mr. Song (3)	53,047,288	22.6%	53,047,288	0	53,047,288	0

(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

(2) Percentage calculated based on the total number of 235,179,475 Common Shares outstanding as of August 24, 2016, including outstanding unvested restricted shares that entitle the holders thereof to vote such shares.

(3) Includes (i) 50,647,288 Common Shares held by Mobi Joy Limited, (ii) 960,000 Common Shares in the form of American Depository Shares held by Mr. Song, and (iii) 1,440,000 unvested restricted shares held by Mr. Song.

Due to the nature of the transactions described in Item 4, the Reporting Persons may be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with each other. Except as disclosed in this Schedule 13D, each Reporting Person hereby expressly disclaims beneficial ownership of any Common Shares beneficially owned by any of the other Reporting Persons or any other person, and does not affirm membership in a “group” (within the meaning of Rule 13(d)-5 of the Exchange Act) with any of the other Reporting Persons or any other person.

(c) Except as set forth in this Item 5, no Reporting Person has effected any transaction in the Common Shares during the 60 days preceding the filing of this Schedule 13D.

(d) Not Applicable.

(e) Not Applicable.

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 8 of 10

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The descriptions of the principal terms of the Merger Agreement, the Limited Guarantee, the Support Agreement and the Debt Commitment Letter under Item 4 are incorporated herein by reference in their entirety.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and between any such persons and any person with respect to securities of the Issuer.

Item7. Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

3. Agreement and Plan of Merger, dated as of August 22, 2016, by and among Amber Shining Investment Limited, Power Rich Limited and Sky-mobi Limited (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by the Issuer on August 23, 2016).

4. Limited Guarantee, dated as of August 22, 2016, by and among Michael Tao Song, Mobi Joy Limited, Xplane Ltd. and Sky-mobi Limited.

5. Support Agreement, dated as of August 22, 2016, by and among Michael Tao Song, Mobi Joy Limited, Xplane Ltd. and Amber Shining Investment Limited.

6. Commitment Letter, dated August 22, 2016, delivered by China Merchants Bank Co., Ltd., New York Branch to Amber Shining Investment Limited and Power Rich Limited.

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2016

Mobi Joy Limited
By:	/s/ Michael Tao Song
	Michael Tao Song
Title:	Director
Xplane Ltd.
By:	/s/ Michael Tao Song
	Michael Tao Song
Title:	Director
Michael Tao Song
By:	/s/ Michael Tao Song
	Name: Michael Tao Song

[Signature Page to Schedule 13D Amendment No. 1]

CUSIP No. 83084G 109 SCHEDULE 13D Amendment No. 1 Page 10 of 10

INDEX TO EXHIBITS

3. Agreement and Plan of Merger, dated as of August 22, 2016, by and among Amber Shining Investment Limited, Power Rich Limited and Sky-mobi Limited (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by the Issuer on August 23, 2016).

4. Limited Guarantee, dated as of August 22, 2016, by and among Michael Tao Song, Mobi Joy Limited, Xplane Ltd. and Sky-mobi Limited

5. Support Agreement, dated as of August 22, 2016, by and among Michael Tao Song, Mobi Joy Limited, Xplane Ltd. and Amber Shining Investment Limited.

6. Commitment Letter, dated August 22, 2016, delivered by China Merchants Bank Co., Ltd., New York Branch to Amber Shining Investment Limited and Power Rich Limited.

EX-99.4

Exhibit 4

EXECUTION VERSION

LIMITED GUARANTEE

This Limited Guarantee, dated as of August 22, 2016 (this “Limited Guarantee”), is made by Michael Tao Song (“Mr. Song”), Mobi Joy Limited (“Mobi Joy) and Xplane Ltd. (“Xplane,” and each of Mr. Song and Mobi Joy, a “Guarantor” and collectively, the “Guarantors”), in favor of Sky-mobi Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.

1.             LIMITED GUARANTEE.

(a)           To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Amber Shining Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Power Rich Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), each of the Guarantors, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, severally and not jointly, as a primary obligor and not merely as surety to the Guaranteed Party, the due and punctual payment when due of such percentage, as set forth opposite such Guarantor’s name on Schedule A hereto (such percentage, with respect to such Guarantor being such Guarantor’s “Guaranteed Percentage”), of all of the payment obligations of Parent and Merger Sub under the Merger Agreement in respect of (i) the Parent Termination Fee pursuant to Section 9.03(b) of the Merger Agreement and (ii) reasonable and documented indemnification, reimbursement and expense obligations of Parent under Section 7.15 of the Merger Agreement, if, as and when such obligations become payable and due in accordance with the terms thereof (as such payment obligations may be modified, amended, waived or terminated in accordance with the terms of the Merger Agreement, the “Guaranteed Obligations”); provided that in no event, other than as expressly set forth in Section 1(c), shall the Guarantors’ aggregate liabilities under this Limited Guarantee exceed US$2,000,000 (the “Cap”), it being understood that this Limited Guarantee may not be enforced against the Guarantors without giving effect to the Cap (and to the provisions of Sections 7 and 8 hereof). The Guaranteed Party hereby agrees that, other than as expressly set forth in Section 1(c), in no event shall the Guarantors be required to pay any Person under, in respect of, or in connection with, this Limited
Guarantee an amount in excess of the Cap or, with respect to each Guarantor, an amount in excess of such amount as set forth opposite such Guarantor’s name on Schedule A hereto (such amount, with respect to such Guarantor being such Guarantor’s “Guaranteed Amount”). The Guaranteed Party acknowledges that the Guarantors shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. The Guarantors acknowledge that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement partly in reliance upon the execution of this Limited Guarantee.

(b)           Each Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent or Merger Sub fails to discharge any Guaranteed Obligations when due, then then all of the Guarantors’ liabilities to the Guaranteed Party hereunder in respect of such Guaranteed Obligations shall become immediately due and payable and each Guarantor shall, on the Guaranteed Party’s demand, forthwith pay to the Guaranteed Party such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations (up to such Guarantor’s Guaranteed Amount), and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge the Guaranteed Obligations, take any and all actions available hereunder or under applicable Law to collect such Guarantor’s liabilities hereunder in respect of its Guaranteed Percentage of the Guaranteed Obligations, subject to such Guarantor’s Guaranteed Amount.

(c)           Each Guarantor agrees, severally but not jointly, to pay on demand its Guaranteed Percentage of all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder in the event (i) the Guarantors assert in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantors fail or refuse to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantors are required to make such payment hereunder, which obligations will be in addition to the Guaranteed Obligations and not subject to the Cap or the Guaranteed Amount set forth in Section 1(a).

(d)           In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against such Guarantor for the full amount of such Guarantor’s Guaranteed Percentage of the Guaranteed Obligations (subject to such Guarantor’s Guaranteed Amount), regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.

2.             NATURE OF GUARANTEE. Each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect such Guarantor’s obligations hereunder. In the event that any payment from such Guarantor to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be, and is, returned to such Guarantor for any reason whatsoever, such Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary and original obligation of each Guarantor (subject to such Guarantor’s Guaranteed Amount) and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against any Guarantor hereunder.

2 

3.             CHANGES IN OBLIGATIONS, CERTAIN WAIVERS.

(a)           Each Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of such Guarantor, extend the time of payment of any portion of the Guaranteed Obligations, and may also make any agreement with Parent or Merger Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any other agreement between the Guaranteed Party and Parent, Merger Sub or such other Person without in any way impairing or affecting such Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. Each Guarantor agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay, subject to Section 7, on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other Person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any portion of the Guaranteed Obligations, or any recession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof; (iii) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of such Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement) of any Person now or hereafter liable with respect to any portion of the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (vi) except as expressly provided herein, the existence of any claim, set-off or other right which such Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise (other than as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement); (vii) any other act or omission that may in any manner or to any extent vary the risk of, or to, such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than a discharge of such Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement. Each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices expressly required to be provided to Parent or Merger Sub pursuant to the Merger Agreement or this Limited Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement and all suretyship defenses generally. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

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(b)           Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 3(a)(v), the Guaranteed Party hereby agrees that the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee (which in any event shall be subject to the Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the payment of the Guaranteed Obligations, as well as any defenses in respect of any fraud or knowing and intentional breach of the Guaranteed Party or its Affiliates, including, without limitation, to the extent Parent and Merger Sub are relieved of all or any portion of their respective payment obligations under the Merger Agreement, by satisfaction thereof or pursuant to any other agreement with the Guaranteed Party, in which such case the Guarantors shall be similarly relieved, only to such corresponding extent, of their obligations under this Limited Guarantee.

(c)           Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or Merger Sub for any Guaranteed Obligations prior to proceeding against any Guarantor hereunder, and the failure or delay by the Guaranteed Party to pursue or enforce any rights or remedies against, or assert any claim or demand against, Parent or Merger Sub shall not relieve any Guarantor of its liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

4.             REPRESENTATIONS AND WARRANTIES.

Each Guarantor hereby, severally and not jointly, represents and warrants that:

(a)           if such Guarantor is an individual, he or she has full legal capacity, right and authority to execute and deliver this Limited Guarantee and to perform his or her obligations hereunder, and if such Guarantor is not an individual, (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is formed and has all requisite power and authority to execute, deliver and perform this Limited Guarantee and (ii) the execution, delivery and performance of this Limited Guarantee has been duly authorized by all necessary action on such Guarantor’s part and do not contravene any provision of such Guarantor’s organizational documents (if such Guarantor is not an individual) or any Law applicable to such Guarantor, in each case, as applicable, for which such contravention would be reasonably likely to materially prevent, impair or delay such Guarantor’s performance of its obligations hereunder;

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(b)           except as is not, individually or in the aggregate, reasonably likely to prevent, impair or delay such Guarantor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by such Guarantor has been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guarantee;

(c)           assuming due execution and delivery of this Limited Guarantee by the Company, this Limited Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exception; and

(d)           such Guarantor has the financial capacity to pay and perform its obligations when due under this Limited Guarantee, and all funds necessary for such Guarantor to fulfill its obligations under this Limited Guarantee shall be available to such Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with Section 7 hereof.

5.           NO ASSIGNMENT. None of the Guarantors nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other Person, in whole or in part (except by operation of Law) without the prior written consent of the Guaranteed Party (in the case of an assignment or delegation by the Guarantors) or the Guarantors (in the case of an assignment or delegation by the Guaranteed Party). Any attempted assignment in violation of this Section 5 shall be null and void.

6.           NOTICES. All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to the Guarantors:

Michael Tao Song

c/o Xplane Ltd. and Mobi Joy Limited

10/F, Building B, United Mansion

No. 2 Zijinghua Road

Hangzhou, Zhejiang 310013

People’s Republic of China

Tel +86 571 8777 0978

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With a copy to (which alone shall not constitute notice):

Fang Xue

Gibson, Dunn & Crutcher LLP
Unit 1301, Tower 1, China Central Place

No. 81 Jianguo Road, Chaoyang District

Beijing, 100025, P.R.C.

Tel +86 10 6502 8600

Fax +86 10 6502 8510

If to the Guaranteed Party, as provided in the Merger Agreement.

7.             CONTINUING GUARANTEE. Subject to Section 3(c), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect, and shall continue to be binding on the Guarantors and their successors or assigns until the Guaranteed Obligations have been paid in full. Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: (a) the Effective Time; (b) in the case of a termination of the Merger Agreement in accordance with its terms, in circumstances other than pursuant to which Parent and/or Merger Sub would be required pursuant to the Merger Agreement to make any payment of any Guaranteed Obligations, upon such termination; and (c) in the case of a termination of the Merger Agreement in circumstances pursuant to which Parent and/or Merger Sub would be required pursuant to the Merger Agreement to make any payment of any Guaranteed Obligations, the date falling 90 days after such termination (unless, in the case of clause (c) above, the Guaranteed Party has previously made a claim under this Limited Guarantee prior to such date, in which case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantors of any obligations finally determined or agreed to be owed by the Guarantors, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that (i) the provisions of Section 1 hereof limiting the Guarantors’ liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only, (ii) the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (iii) any Guarantor is liable in excess of its Guaranteed Percentage of the Guaranteed Obligation, (iv) the Guarantors are collectively liable to a greater extent than the Cap, or (v) any theory of liability against any Guarantor or any Non-Recourse Party (as defined in Section 8 hereof) with respect to the Merger Agreement or the transactions contemplated thereby or the liability of any Guarantor under the Limited Guarantee, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against any Guarantor or the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 8, then: (x) the obligations of the Guarantors under or in connection with this Limited Guarantee shall terminate void ab initio and be null and void, (y) if any Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments, and (z) neither any Guarantor nor any Non-Recourse Parties shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement, or the transactions contemplated hereby or thereby.

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8.             NO RECOURSE. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that no Person other than the Guarantors (and any permitted assignees hereof) has any obligations hereunder and that, notwithstanding that any Guarantor may be a partnership, limited liability company or corporation, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 5), members, managers, or general or limited partners of any of the Guarantors, Parent, Merger Sub or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 5), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, and the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement, this Limited Guarantee or the transactions contemplated thereby are its rights to recover from, and assert claims against, (a) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided in the Merger Agreement, and (b) the Guarantors (but not any Non-Recourse Party) and each of their successors and assigns under and to the extent expressly provided in this Limited Guarantee and subject to the Cap and other limitations described herein (claims against (a) and (b) collectively, the “Retained Claims”); provided that in the event any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the aggregate sum of such Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to its Guaranteed Amount as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such Person, as the case may be, but only if such Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of such Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Recourse against the Guarantors under and pursuant to the terms of this Limited Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantors and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including by piercing of the corporate veil, by a claim on or behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person including the Guarantors, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantors, Parent, Merger Sub or their respective successors and assigns under the Merger Agreement and this Limited Guarantee shall be Non-Recourse Parties.

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9.             GOVERNING LAW; DISPUTE RESOLUTION.

(a)           This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflict of Law principles thereof that would subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)           Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 9, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 9(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 9(a) in any way.

10.           COUNTERPARTS. This Limited Guarantee shall not be effective until it has been executed and delivered by all parties hereto. This Limited Guarantee may be executed by facsimile or electronic transmission in pdf format, and in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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11.           THIRD-PARTY BENEFICIARIES. This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein.

12.           MISCELLANEOUS.

(a)           This Limited Guarantee constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among the Guarantors or any of their Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand. No amendment, supplementation, modification or waiver of this Limited Guarantee or any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantors in writing. No waiver by any party of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Subject to Section 7, no delay or omission on the part of any party in exercising any right, power or remedy under this Limited Guarantee will operate as a waiver thereof, nor shall any single or partial exercise by any party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantors or any Non-Recourse Party in connection with this Limited Guarantee except as expressly set forth herein by the Guarantors. The Guarantors and their Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Limited Guarantee except as expressly set forth herein by the Guaranteed Party.

(b)           Any term or provision of this Limited Guarantee that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable by the Guarantors hereunder to the Cap provided in Section 1 hereof and to the provisions of Sections 7 and 8 hereof. Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms.

(c)           The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

(d)           All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

GUARANTORS
Michael Tao Song
By:	/s/ Michael Tao Song
	Name: Michael Tao Song
Mobi Joy Limited
By:	/s/ Michael Tao Song
	Name: Michael Tao Song
	Title: Director
Xplane Ltd.
By:	/s/ Michael Tao Song
	Name: Michael Tao Song
	Title: Director

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

GUARANTEED PARTY
Sky-mobi Limited
By:	/s Wei Zhou
	Name: Wei Zhou
	Title: Director

Schedule A

Guarantor	Guaranteed Percentage	Guaranteed Amount
Michael Tao Song	2.034%	$40,680.00
Mobi Joy Limited	42.922%	$858,440.00
Xplane Ltd.	55.044%	$1,100,880.00

EX-99.5

Exhibit 5

EXECUTION VERSION

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 22, 2016 by and among Amber Shining Investment Limited, a Cayman Islands exempted company (“Parent”), Michael Tao Song (“Mr. Song”), Mobi Joy Limited (“Mobi Joy”) and Xplane Ltd. (“Xplane,” and each of Mr. Song and Mobi Joy, a “Shareholder” and collectively, the “Shareholders”), each a shareholder of Sky-mobi Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Power Rich Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Shareholder is the beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of certain ordinary shares of the Company, par value US$0.00005 per share (“Shares”) (including Shares represented by American Depositary Shares (the “ADSs”), each representing eight (8) Shares) as set forth in the column titled “Owned Shares” opposite each Shareholder’s name on Schedule A hereto (such Shares owned by such Shareholder, the “Owned Shares,” together with any other Shares acquired by such Shareholder (whether beneficially or of record) after the date hereof and prior to the Effective Time (as defined below), including any Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, in connection with the consummation of the Merger, each Shareholder agrees to (a) cancel its Securities (including Shares represented by ADSs) for no consideration in the Merger, (b) subscribe for newly issued Parent Shares (as defined below) immediately prior to the Closing, and (c) vote its Securities at the Company Shareholders’ Meeting in favor of the Merger, in each case upon the terms and conditions set forth herein;

WHEREAS, receipt of the Company Shareholder Approval is a condition to the consummation of the Merger;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Shareholders are entering into this Agreement; and

WHEREAS, the Shareholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Shareholders set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Article I
VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1           Voting. From and after the date hereof until the earlier of the (x) Effective Time and the (y) valid termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder hereby irrevocably and unconditionally agrees that at the Company Shareholders’ Meeting or any other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof), such Shareholder shall, (i) appear, or cause its representative(s) to appear, at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present, and (ii) vote or cause to be voted (including by proxy, if applicable) all of such Shareholder’s Securities as set forth below:

(a)          for the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions;

(b)          against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger;

(c)          against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or (v) any other action that would require the consent of Parent pursuant to the Merger Agreement, except if approved in writing by Parent;

(d)          against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the Transactions, including the Merger;

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(e)          in favor of any adjournment or postponement of the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Parent; and

(f)          in favor of any other matter necessary to effect the Transactions, including the Merger.

Section 1.2          Grant of Irrevocable Proxy; Appointment of Proxy.

(a)          Each Shareholder hereby irrevocably appoints Parent and any designee thereof, each of them individually, as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy, if applicable) its Securities in accordance with Section 1.1 above at the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered, in each case prior to the Expiration Time. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b)          Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then such Shareholder agrees to vote its respective Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Section 1.3          Restrictions on Transfers. Except as provided for in Article II below or pursuant to the Merger Agreement, each Shareholder hereby agrees that, from the date hereof until the Expiration Time, such Shareholder shall not, directly or indirectly, (a) offer for sale, sell (constructively or otherwise), give, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or otherwise similarly transfer or dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Securities or any interest therein, or with respect to any limitation on voting right of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities, (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange of, any Securities, (d) knowingly take any action that would make any representation or warranty of such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Shareholder from performing any of its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). For the avoidance of doubt, nothing herein shall limit any Shareholder’s ability to convert any ADSs to Shares or vice versa. Any purported Transfer in violation of this Section 1.3 shall be null and void.

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Article II
CANCELLATION OF SECURITIES

Section 2.1           Cancellation of Securities. Subject to the terms and conditions set forth herein, each Shareholder agrees that its Securities shall be cancelled at the Closing for no consideration. Each Shareholder will take all actions necessary to cause its Owned Shares to be treated as set forth herein.

Section 2.2           Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Securities held by each Shareholder in accordance with Section 2.1, Parent shall issue to each Shareholder (or, if designated by a Shareholder in writing, an Affiliate of such Shareholder), and each Shareholder or its Affiliate (as applicable) shall subscribe for, the number of newly issued ordinary shares of Parent, par value US$0.00005 per share (the “Parent Shares”), equal to the number of Shares held by such Shareholder and cancelled in accordance with Section 2.1, at a consideration per share equal to its par value. Each Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Shareholder by Parent and Merger Sub in respect of the Securities held by such Shareholder and cancelled at the Closing as contemplated by Section 2.1, and (b) such Shareholder shall have no right to any Merger Consideration or any other consideration in respect of its Securities, except as provided in this Section 2.2.

Section 2.3           Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Article 8 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby shall take place at the Closing.

Article III
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SHAREHOLDER

Section 3.1           Representations and Warranties. Each Shareholder, severally and not jointly, represents and warrants to Parent as of the date hereof and as of the Closing:

(a)          if such Shareholder is an individual, he or she has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; if such Shareholder is not an individual it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and such Shareholder has all requisite corporate power and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby;

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(b)          this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Shareholder and no other corporate actions or proceedings on the part of such Shareholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby;

(c)          assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception;

(d)          (i) such Shareholder (A) is and, immediately prior to the Closing, will be the record and beneficial owner of, and has and will have good and valid title to, the Securities, free and clear of Encumbrances other than as created by this Agreement, and (B) has and will have sole or shared (together with Affiliates controlled by such Shareholder) voting power, power of disposition, and power to demand dissenter’s rights, in each case with respect to all of the Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands, Laws of the People’s Republic of China and the terms of this Agreement; (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Shareholder is a party relating to the pledge, disposition or voting of any of the Securities and the Securities are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Securities other than this Agreement; (iii) as of the date hereof, other than its Owned Shares listed on Schedule A hereto, such Shareholder does not own, beneficially or of record, or have the right to acquire, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities); and (iv) such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of the Owned Shares, except as contemplated by this Agreement;

(e)          Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby, and (ii) neither the execution, delivery nor performance of this Agreement by such Shareholder, nor the consummation by such Shareholder of the transactions contemplated hereby, nor compliance by such Shareholder with any of the provisions hereof shall, in each case other than such conflicts, violations, breaches, or defaults which would not materially impede the transactions contemplated hereby or the performance by such Shareholder of the obligations hereunder, (A) conflict with or violate any provision of the organizational documents of such Shareholder, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on property or assets of such Shareholder pursuant to any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected, (C) violate any Law applicable to such Shareholder or any of such Shareholder’s properties or assets or (D) otherwise require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on such Shareholder or its properties or assets;

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(f)          on the date hereof, there is no Action pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of the Shareholder, threatened against such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of its obligations under this Agreement;

(g)          such Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares and such Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

(h)          such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Section 3.2           Covenants. Each Shareholder hereby:

(a)          agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or has or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement;

(b)          irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to the Securities (including without limitation any rights under Section 238 of the Cayman Companies Law) prior to the Expiration Time;

(c)          agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), such Shareholder’s identity and beneficial ownership of Shares or other equity securities of the Company and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement;

(d)          agrees and covenants, that such Shareholder shall promptly notify Parent of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof; and

(e)          agrees further that, upon request of Parent, such Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

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Article IV
REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to the Shareholders that as of the date hereof and as of the Closing:

(a)          Parent is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and the execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by the Shareholders, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b)          Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (C) violate any Law applicable to Parent or any of its properties or assets.

(c)          At the Closing, the authorized capital stock of Parent shall consist of 1,000,000,000 Parent Shares. The Parent Shares to be issued to the Shareholders (or if designated by any Shareholder in writing, an Affiliate of such Shareholder) pursuant hereto shall be all of the Parent Shares outstanding at and immediately after the Effective Time.

(d)          At the Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all claims and Encumbrances, other than restrictions arising under applicable securities Laws.

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Article V
TERMINATION

This Agreement, and the obligations of the Shareholders hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Effective Time and (b) the date of valid termination of the Merger Agreement in accordance with its terms; provided, that this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the closing contemplated by Article II has already taken place, then Parent shall promptly take all such actions as are necessary to restore each Shareholder to the position such Shareholder was in with respect to ownership of its Securities prior to such closing.

Article VI
MISCELLANEOUS

Section 6.1           Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by international overnight courier to the respective parties at the address set forth on the signature pages hereto under each party’s name (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.1).

Section 6.2           Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 6.3           Entire Agreement. This Agreement, the Merger Agreement, the Debt Commitment Letter and the Limited Guarantee constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 6.4           Specific Performance. The parties hereto agree that this Agreement shall be enforceable by all available remedies at law or in equity. Each party acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting any other remedy or right available to the parties, each party will have the right to seek an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any rights, powers and remedies thereof by a party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by a party.

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Section 6.5           Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Shareholders and Parent, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 6.6           Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice of Law or conflict of Law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York.

Section 6.7           Dispute Resolution.

(a)          Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 6.7. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree to the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)          Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 6.7, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 6.7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6.7(a) in any way.

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Section 6.8           No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except as specifically set forth in this Agreement;provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement by the parties thereto, in addition to any other remedy at law or equity.

Section 6.9           Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated, in whole or in part, by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) only in connection with a permitted assignment of the Merger Agreement by Parent, as applicable in accordance with the terms therein. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 6.10         Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties.

[Signature Pages to follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

PARENT
Amber Shining Investment Limited
By:	/s Michael Tao Song
Name: Michael Tao Song
Title:  Director
Notice details:
Michael Tao Song
c/o Amber Shining Investment Limited
10/F, Building B, United Mansion
No. 2 Zijinghua Road
Hangzhou, Zhejiang 310013
People’s Republic of China
Tel +86 571 8777 0978
with a copy to (which alone shall not constitute notice):
Fang Xue
Gibson, Dunn & Crutcher LLP
Unit 1301, Tower 1, China Central Place
No. 81 Jianguo Road, Chaoyang District
Beijing, 100025, P.R.C.
Tel +86 10 6502 8600
Fax +86 10 6502 8510

THE SHAREHOLDERS
Michael Tao Song
By:	/s Michael Tao Song
	Name: Michael Tao Song
Mobi Joy Limited
By:	/s Michael Tao Song
	Name: Michael Tao Song
	Title:
Xplane Ltd.
By:	/s Michael Tao Song
	Name:  Michael Tao Song
	Title:
Notice details:
Michael Tao Song
c/o Mobi Joy Limited and Xplane Ltd.
10/F, Building B, United Mansion
No. 2 Zijinghua Road
Hangzhou, Zhejiang 310013
People’s Republic of China
Tel +86 571 8777 0978

SCHEDULE A
 

Shareholder	Owned Shares
Michael Tao Song	2,400,000 Shares, including Shares represented by ADSs and unvested restricted Shares
Mobi Joy Limited	50,647,288 Shares
Xplane Ltd.	64,950,744 Shares

EX-99.6

Exhibit 6

EXECUTION VERSION

CHINA MERCHANTS BANK CO., LTD.,

NEW YORK BRANCH

535 Madison Ave., 18th Floor

New York, NY 10022

CONFIDENTIAL

August 22, 2016

Amber Shining Investment Limited

Power Rich Limited

c/o Michael Tao Song

10/F, Building B, United Mansion, No.2 Zijinghua Road

Hangzhou Zhejiang 310013

People's Republic of China

Commitment Letter

Ladies and Gentlemen:

You have advised China Merchants Bank Co., Ltd., New York Branch (“CMB NY”, “we”, “us” the “Commitment Party” or the “Lender”) that Amber Shining Investment Limited, a Cayman Islands exempted company (the “Parent”), formed at the direction of and controlled by Mr. Song Tao, Xplane Limited and Mobi Joy Limited (together the “Sponsors”), intends to consummate through Power Rich Limited, a Cayman Islands exempted company (“Merger Sub” and together with Parent, “you”), the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description and the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”). This commitment letter, the Transaction Description and the Term Sheet, are collectively referred to as the “Commitment Letter.”

1. Commitments.

In connection with the Transactions, CMB NY is pleased to advise you of its commitment to provide 100% of the aggregate principal amount of the Term Facility, subject only to the satisfaction of the conditions set forth in Section 5 hereof, the section entitled “Conditions to the Borrowing” in Exhibit B hereto (limited on the Closing Date (as defined below) as indicated therein) and in Exhibit C hereto. “Closing Date” is the date on which the Acquisition has been consummated and the funding under the Term Facility has occurred.

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2. Titles and Roles.

It is agreed that the Commitment Party will act as sole arranger and lender under the Term Facility. You agree that no other arrangers, agents or managers will be appointed, and no other titles will be awarded unless you and the Commitment Party shall so agree.

3. Information.

You hereby represent and warrant that (a) all written information and written data (such information and data, other than (i) customary financial estimates, forecasts and other projections (the “Projections”) and forward looking statements and (ii) information of a general economic or industry specific nature, the “Information”) (in the case of Information regarding the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge), that has been or will be made available to the Commitment Party directly or indirectly by you, the Target or by any of your or their respective subsidiaries or representatives, in each case, on your or their behalf in connection with the transactions contemplated hereby, is or will be, when furnished and taken as a whole, correct in all material respects and does not or will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto provided to the Commitment Party from time to time) and (b) the Projections that have been or will be made available to the Commitment Party by you or by any of your subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished to the Commitment Party; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use your commercially reasonable efforts to) promptly supplement the Information and the Projections such that such representations and warranties are correct in all material respects under those circumstances (or, in the case of the Information relating to the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge, such representations and warranties are correct in all material respects under those circumstances). In arranging the Term Facility, the Commitment Party (i) will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof and (ii) assume no responsibility for the accuracy or completeness of the Information or the Projections.

4. Fees.

As consideration for CMB’s commitment hereunder, you agree to pay (or cause to be paid) a commitment letter fee (the “Commitment Letter Fee”) equal to $·, which fee shall be earned, due and payable on or prior to the date hereof. In addition, you agree to pay to CMB, for its own account an arrangement fee (the “Arrangement Fee”) in an aggregate amount equal to $·. The Arrangement Fee is fully earned and will be due and payable on the Closing Date.

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In the event that during the 12-month period commencing on the date hereof, you or any of your affiliates consummate the Transaction or any similar transaction that results in the acquisition of all or substantially all of the equity interest of the Target (any such transaction, an “Alternate Transaction”), in each case with one or more bank or other syndicated credit facilities or other debt financing provided by one or more financial institutions or institutional investors in lieu of the Term Facility, you agree that, unless (i) CMB has otherwise terminated the Commitment Letter (other than due to non-payment of the Commitment Letter Fee) or declined to provide the Term Facility on the terms and conditions of the Commitment Letter, or (ii) has been given a bona fide opportunity to provide, place, arrange or underwrite such financing on the same terms and conditions as other lender(s) acting in such role, and has turned down such opportunity, then you will pay (or cause to be paid) to CMB an amount (the “Break-up Fee”) equal to •% of the Arrangement Fee that would have been payable to CMB as provided above as if the Closing Date and full funding under the Term Facility occurred immediately upon the consummation of the Acquisition or such Alternate Transaction with the proceeds of such financing. The Break-up Fee shall be payable immediately upon the consummation of the Alternate Transaction with the proceeds of such financing. This paragraph will apply regardless of whether you have voluntarily terminated our obligations under the Commitment Letter.

All fees payable pursuant to this Section 4: (a) are in addition to and not creditable against any other fee payable to CMB, and/or any of its affiliates (including fees payable pursuant to any other agreements or for acting in any other capacities), (b) are, once paid, not refundable under any circumstances, (c) are in addition to any cash reimbursement required to be paid to CMB pursuant to this Commitment Letter for its reasonable out-of-pocket fees and expenses incurred in respect of the Transaction, (d) will be free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (e) will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter and (f) will be paid in U.S. dollars and in immediately available funds.

5. Conditions.

The commitment of the Lender hereunder to fund the Term Facility on the Closing Date and the agreement of the Commitment Party to perform the services described herein are subject solely to the satisfaction of the conditions set forth in the section entitled “Conditions to the Borrowing” in Exhibit B hereto (limited on the Closing Date as indicated therein) and in Exhibit C hereto, in each case subject to the Limited Conditionality Provisions as defined below, and upon satisfaction (or waiver by the Commitment Party) of such conditions, the funding of the Term Facility shall occur.

Notwithstanding anything to the contrary in this Commitment Letter (including each of the exhibits attached hereto), the Loan Documents or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability and funding of the Term Facility on the Closing Date shall be (a) such of the representations and warranties made by the Target or by the Target on behalf of its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (and/or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (b) the Specified Representations (as defined below), and (ii) the terms of the Loan Documents shall be in a form such that they do not impair the availability or funding of the Term Facility on the Closing Date if the conditions set forth in the section entitled “Conditions to the Borrowing” in Exhibit B hereto (limited on the Closing Date as indicated therein) and in Exhibit C hereto are satisfied (or waived by the Commitment Party); provided that to the extent any security interest in any Collateral is not or cannot be provided and/or perfected prior to the Effective Time solely because the directors or managers of the Target have not, prior to the Effective Time, authorized the execution and delivery of the documents necessary to provide or perfect such security interest, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Term Facility on the Closing Date, but instead shall be required to be delivered on the Closing Date upon the occurrence of the Effective Time. For purposes hereof, “Specified Representations” means, the applicable representations and warranties applicable to Borrower to be set forth in the Loan Documents relating to organizational existence; power and authority, due authorization, execution, delivery and enforceability, Federal Reserve margin regulations; the Investment Company Act; Patriot Act and sanctions; FCPA or anti-money laundering laws; the use of the proceeds of the Term Facility not violating the Patriot Act, OFAC, sanctions, FCPA or anti-money laundering laws; no conflict with the organizational documents, or material laws; and, subject to the proviso to the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral. Notwithstanding the foregoing, in no event shall the Specified Representations include any representation or warranty with respect to the Target or any of its subsidiaries. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

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6. Indemnity.

To induce the Commitment Party to enter into this Commitment Letter and to proceed with the Loan Documents, you agree (a) to indemnify and hold harmless the Commitment Party, the agents identified herein, their respective affiliates and the respective officers, directors, employees, agents, controlling persons, advisors and other representatives of each of the foregoing and their successors and permitted assigns (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of or in connection with any actual or threatened claim, litigation, investigation or proceeding (including any inquiry or investigation) in connection with this Commitment Letter (including the Term Sheet), the Transactions or any related transaction contemplated hereby, the Term Facility or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates or creditors or any other third person, and to promptly reimburse after receipt of a written request, each such Indemnified Person for any reasonable and documented or invoiced out-of-pocket legal fees and expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, by a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), or (ii) a material breach of the obligations of such Indemnified Person under this Commitment Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (b) to reimburse the Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to travel expenses and reasonable fees, disbursements and other charges of one firm of counsel to the Commitment Party and the agents identified in the Term Sheet (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person), and, if necessary, of a single firm of local counsel to the Commitment Party in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (not to be unreasonably withheld or delayed)), in each case incurred in connection with the Term Facility and the preparation, negotiation and enforcement of this Commitment Letter, the Loan Documents and any security arrangements in connection therewith (collectively, the “Expenses”). You shall not, without the prior written consent of each applicable Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such indemnified person from all liability or claims that are the subject matter of such proceedings, (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of such Indemnified Person and (iii) includes or is subject to customary confidentiality and non-disparagement provisions reasonably satisfactory to such Indemnified Person. The foregoing provisions in this paragraph shall be superseded, in each case, to the extent covered thereby by the applicable provisions contained in the Loan Documents upon execution thereof and thereafter shall have no further force and effect. You acknowledge that the Indemnified Persons may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

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Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) none of you (or any of your subsidiaries), the Target (or any of its subsidiaries) or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Transactions (including the Term Facility and the use of proceeds thereunder), or with respect to any activities related to the Term Facility, including the preparation of this Commitment Letter, and the Loan Documents; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Person is entitled to indemnification under the first paragraph of this Section 6.

7. Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities.

You acknowledge that the Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Target and your and their respective subsidiaries and affiliates may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Party and its affiliates will not use confidential information obtained from you, the Target or any of your or its subsidiaries or affiliates by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you, the Target or any of your or its subsidiaries or affiliates in connection with the performance by them or their affiliates of services for other persons, and the Commitment Party and its affiliates will not furnish any such information to other persons, except to the extent permitted below. You also acknowledge that the Commitment Party and its affiliates do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or any of your or its subsidiaries or affiliates confidential information obtained by them from other persons.

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You further acknowledge that the Commitment Party and its affiliates may be engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Party and its affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you (and your affiliates), the Target, the Target’s customers or competitors and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Party and its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you (and your affiliates), the Borrower, the Target or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities or other trading with any thereof.

The Commitment Party and its affiliates may have economic interests that conflict with those of the Target, you and the Borrower and your and their respective subsidiaries and affiliates and are under no obligation to disclose any conflicting interest to you, the Target and the Borrower and your and their respective subsidiaries and affiliates. You agree that nothing in this Commitment Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Party and its affiliates, on the one hand, and you, the Borrower and the Target, your and their respective equity holders or your and their respective subsidiaries and affiliates, on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter are arm’s-length commercial transactions between the Commitment Party and its affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction the Commitment Party and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you, the Borrower, the Target, your and their respective management, equity holders, creditors, subsidiaries, affiliates or any other person, (iii) the Commitment Party and its applicable affiliates (as the case may be) have not assumed any advisory or fiduciary responsibility or any other obligation in favor of you, the Target, the Borrower or your or their respective affiliates with respect to the financing transactions contemplated hereby, the exercise of the remedies with respect thereto or the process leading thereto (irrespective of whether the Commitment Party or any of its affiliates has advised or is currently advising you, the Borrower, or the Target or any of your or their respective affiliates on other matters), and the Commitment Party has no obligation to you, the Target, the Borrower or your or their respective affiliates with respect to the transactions contemplated hereby except the obligations expressly set forth in this Commitment Letter and (iv) the Commitment Party and its affiliates have not provided any legal, accounting, regulatory or tax advice and you have consulted your own legal and financial advisors to the extent you deemed appropriate.

You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Commitment Party or its affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary, agency or similar duty to you or your affiliates, in connection with such transactions or the process leading thereto.

Furthermore, without limiting any provision set forth herein, you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

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8. Confidentiality.

You agree that you will not disclose, directly or indirectly, this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto or the contents of each thereof, or the activities of the Commitment Party pursuant hereto or thereto, to any person or entity without the prior written approval of the Commitment Party (such approval not to be unreasonably withheld, delayed or conditioned), except (a) to your and your affiliates’ officers, directors, employees, agents, attorneys, accountants, advisors, controlling persons and equity holders and to actual and potential co-investors who are informed of the confidential nature thereof, on a confidential and need-to-know basis, (b) if the Commitment Party consents in writing to such proposed disclosure, or (c) pursuant to an order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform us promptly thereof prior to disclosure); provided that (i) you may disclose this Commitment Letter (including the Term Sheet and other exhibits and attachments hereto but not the fees contained herein, except as provided in clause (iv) below), and the contents hereof to the Target, its subsidiaries and affiliates, and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents (including the Term Sheet and other exhibits and attachments hereto) (but not the fees contained herein) in connection with any public or regulatory filing requirement relating to the Transactions, (iii) you may disclose the aggregate fee amount contained in the herein as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Term Facility or in any public or regulatory filing requirement relating to the Transactions (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation), (iv) you may disclose this Commitment Letter and the information contained herein in connection with the exercise by you of any remedies or enforcement of any rights hereunder in any suit, action or proceeding brought by you against us relating to this Commitment Letter, or the transactions contemplated hereby, and (v) you may disclose this Commitment Letter and its contents (but not the fees contained herein) to the extent that such information becomes publicly available other than by reason of improper disclosure by you in violation of any confidentiality obligations hereunder.

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The Commitment Party and its affiliates will use all non-public information provided to any of them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and negotiating, evaluating and consummating the transactions contemplated hereby and shall treat confidentially all such information (including the fact that discussions or negotiations are taking place concerning the Acquisition, any of the terms, conditions or other facts with respect to the Acquisition, including the status thereof, the existence of any agreement relating to the Acquisition, the terms thereof or the fact that such confidential information has been made available) and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent the Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the reasonable advice of counsel (in which case the Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental or regulatory (including self-regulatory) authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction, or purporting to have jurisdiction over, the Commitment Party or any of its affiliates (in which case the Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental or regulatory (including self-regulatory) authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Commitment Party or any of its Related Parties (as defined below) in violation of any confidentiality obligations owing to you, the Target or any of your or their respective subsidiaries, (d) to the extent that such information is or was received by the Commitment Party or any of its Related Parties from a third party that is not, to the Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Target or any of your or their respective subsidiaries, (e) to the extent that such information is independently developed by the Commitment Party or any of its Related Parties without the use of any confidential information, (f) to the Commitment Party’s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations and who have been advised of their obligation to keep information of this type confidential (such related persons described in this clause (f), collectively, the “Related Parties”), (g) to potential or prospective Lenders, participants or assignees, (h) for purposes of establishing a “due diligence” defense, (i) to the extent you consent in writing to any specific disclosure, (j) to the extent such information was already in the Commitment Party’s possession prior to any duty or other understanding of confidentiality entered into in connection with the Transactions; provided that for purposes of clause (g) above, the disclosure of any such information to any Lenders, participants or assignees or prospective Lenders, participants or assignees referred to above shall be made subject to the acknowledgment and acceptance by such Lender, participant or assignee or prospective Lender, participant or assignee that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment Party, including, without limitation, as agreed in any marketing materials) in accordance with customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information. In the event that the Term Facility is funded, the Commitment Party’s and its affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded (except as otherwise specified herein) by the confidentiality provisions in the Loan Documents upon the funding thereunder to the extent that such provisions are binding on the Commitment Party .

The confidentiality provisions set forth in this Section 8 shall survive the termination of this Commitment Letter and (other than the information relating to the fees) shall expire and shall be of no further effect after the second anniversary of the date hereof.

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9. Miscellaneous.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) (and any attempted assignment without such consent shall be null and void). This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and do not and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). The Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Party in such manner as the Commitment Party and its affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Party hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Commitment Party and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto), (i) are the only agreements that have been entered into among the parties hereto with respect to the Term Facility and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Term Facility and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER, OR RELATED TO, THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Loan Documents by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments hereunder are subject only to conditions precedent expressly set forth in Section 5 herein.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”) or other applicable laws, we and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower, the Parent and their respective affiliates, which information may include their names, addresses, tax identification numbers and other information that will allow us and the Lenders to identify the Borrower and the Parent in accordance with the PATRIOT Act and the other applicable laws. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for us and the Lenders.

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The indemnification, compensation, reimbursement, jurisdiction, governing law, venue, waiver of jury trial and confidentiality provisions contained herein and the provisions of Section 7 of this Commitment Letter shall remain in full force and effect regardless of whether the Loan Documents shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Lender’s commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to the confidentiality of the fees) shall automatically terminate and be superseded by the provisions of the Loan Documents upon the funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Lender’s commitments with respect to the Term Facility (or any portion thereof) at any time subject to the provisions of the preceding sentence.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter by returning to the Commitment Party (or their legal counsel) on behalf of the Commitment Party, executed counterparts hereof not later than 11:59 p.m., New York City time, on August 22, 2016. The Lender’s commitments and the obligations of the Commitment Party hereunder will expire at such time in the event that the Commitment Party (or their legal counsel) has not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter at or prior to such time, we agree to hold our commitment to provide the Term Facility and our other undertakings in connection therewith available for you until the earliest of (i) after execution of the Acquisition Agreement and prior to the consummation of the Transactions, the termination of the Acquisition Agreement by you in a signed writing in accordance with its terms (or your written confirmation or public announcement thereof), (ii) the consummation of the Acquisition without the funding of the Term Facility and (iii) 11:59 p.m., New York City time, on the date that is five business days after the End Date (or other similar term as defined in the Acquisition Agreement as of the date hereof, as such date may be extended pursuant to the terms of the Acquisition Agreement) (such earliest time, the “Expiration Date”). Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Party hereunder and the agreement of the Commitment Party to provide the services described herein shall automatically terminate unless the Commitment Party shall, in its sole discretion, agree to an extension in writing.

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,
CHINA MERCHANTS BANK CO., LTD.,
NEW YORK BRANCH
By:	/s/ Jian (Kevin) Ding
	Name: Jian (Kevin) Ding
	Title: Head of China Group,
	Corporate Banking
By:	/s/ Marissa Ma
	Name: Marissa Ma
	Title: Assistant General Manager

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Accepted and agreed to as of the date first above written:
Amber Shining Investment Limited
By:	/s/ Michael Tao Song
	Name: Michael Tao Song
	Title: Authorized Signatory
Power Rich Limited
By:	/s/ Michael Tao Song
	Name: Michael Tao Song
	Title: Authorized Signatory

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EXHIBIT A

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Summary of Principal Terms and Conditions (the “Term Sheet”) attached as Exhibit B to the Commitment Letter (the “Commitment Letter”) to which this Exhibit A is attached or in the other exhibits to the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

Sponsors, through Parent, intend to acquire (the “Acquisition”) the Target from the equity holders of Target (collectively, the “Sellers”). Parent intends to consummate the Acquisition pursuant to an Agreement and Plan of Merger (together with all exhibits, schedules and other disclosure letters thereto, the “Acquisition Agreement”) among Parent, Merger Sub and the Target pursuant to which Merger Sub will merge with and into the Target, with the Target being the surviving entity, and the Sellers will receive cash in exchange for all of the issued and outstanding equity interests held thereby in the Target (other than any equity interests that are being rolled over in connection with the Acquisition).

In connection with the foregoing, it is intended that:

a) The Borrower will obtain up to $40 million under a senior secured term loan facility (the “Term Facility”) described in the Term Sheet; and

d) The proceeds of the Term Facility will be applied solely (i) to pay the consideration for the Acquisition set forth in the Acquisition Agreement (the “Acquisition Consideration”) and (ii) to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the “Transaction Costs”).

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.

EXHIBIT B

Up to $40 million Senior Secured Term Loan Facility

Summary of Principal Terms and Conditions¹

Borrower:	Initially, Power Rich Limited, a Cayman Islands exempted company (“Merger Sub”) and a wholly-owned subsidiary of Parent, and, after the Acquisition and the merger of Merger Sub into Target, the Target.
Target:	Sky-mobi Limited, a Cayman Islands exempted company.
Parent:	Amber Shining Investment Limited, a Cayman Islands exempted company.
Transactions:	As set forth in Exhibit A to the Commitment Letter.
Lender:	China Merchants Bank, New York Branch.
Term Facility:	A senior secured term loan facility in an aggregate principal amount of up to $40 million (the “Term Facility”). The loans under the Term Facility are referred to as the “Term Loans”.
Purpose:	The proceeds of Term Loans will be used by the Borrower on the Closing Date solely to pay the Acquisition Consideration and the Transaction Costs, including, at the Borrower’s election, to fund any fees required under the Term Facility.
Availability:	The commitment under Term Facility shall be borrowed in a single drawing on the Closing Date, upon satisfaction of only the conditions set forth in the “Conditions to the Borrowing” section of this term sheet. Amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed.
Closing Date:	The date on which the Loan Documents become effective and the initial borrowing is made thereunder.
Interest Rate:	3-month LIBOR plus 2.00% per annum. Interest shall be payable every three months.
Fees:	Commitment Letter Fee: $·, payable on or prior to the signing of the Commitment Letter Arrangement Fee: $·, payable on the Closing Date Break-up Fee: as set forth in the Commitment Letter
Default Rate:	With respect to overdue principal, at LIBOR plus 2.00% per annum plus 2.00% per annum, and with respect to any other overdue amount (including overdue interest and the Facility Fee), at the base rate (to be defined) plus 2.00% per annum, which, in each case, shall be payable on demand.
Final Maturity Date:	One year from the Closing Date.

¹ All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Facility term sheet is attached, including Exhibits A and C thereto.

Security:	First priority pledge by the Borrower of the Cash Pledge Accounts (and the deposits in such accounts) described below (the “Collateral”), which shall be signed in escrow on or before the Closing Date and automatically effective upon the occurrence of the Effective Time (as defined in the Acquisition Agreement) (the “Effective Time”), provided that the Borrower shall be entitled to repay or prepay the Term Loans using the deposits in such accounts.
Cash Pledge Accounts:	The Target shall establish and maintain one or more segregated bank accounts with the Lender (the “Cash Pledge Accounts”) and shall ensure that prior to the funding under the Term Facility, an aggregate amount in USD that is no less than 100% of the sum of (x) the entire principal amount of the Term Loan to be borrowed on the Closing Date and (y) the first installment of the interest thereon (collectively, the “Cash Pledge Amount”) is on deposit in the Cash Pledge Accounts and be subject to the control of the Lender, and that effective upon the occurrence of the Effective Time, the Lender shall have been granted, in form and substance reasonably satisfactory to the Lender, a valid security interest in such accounts and the funds on deposit.
Voluntary Prepayments:	The Borrower may prepay the Term Loans at any time, without premium or penalty, but subject to reimbursement of the Lenders’ break-funding costs other than voluntary prepayment on the last day of the relevant interest period or voluntary prepayment in full of the Loans (it being understood and acknowledged that the Borrower may prepay the Loans in full within three business days of the Closing Date).
Mandatory Prepayments:	The Loan Documents will include customary mandatory prepayment provisions.
Conditions to the Borrowing:	The availability of the Term Facility on the Closing Date will be subject solely to (a) delivery of a customary borrowing notice at least three business days before the Closing Date, (b) accuracy of the “Specified Representations” (as defined in the Commitment Letter) and the “Specified Acquisition Agreement Representations” (as defined in the Commitment Letter), in each case to the extent provided in the second paragraph of Section 5 of the Commitment Letter, and (c) the conditions set forth in Exhibit C to the Commitment Letter.

Loan Documents:	The definitive financing documentation for the Term Facility will consist of a credit agreement, a pledge and control agreement in respect of the Cash Pledge Accounts and the related ancillary documents (collectively, the “Loan Documents”) which shall be initially drafted by counsel for the Lender and shall contain the terms set forth in this Term Sheet and, to the extent any other terms are not expressly set forth in this Term Sheet, will (i) be negotiated promptly in good faith and (ii) contain only those conditions, representations, events of default and covenants set forth in this Term Sheet and such other terms as the Borrower and the Lender shall reasonably agree; it being understood and agreed that the Loan Documents shall be based on and substantially consistent with transaction documents for a comparable financing of a going private transaction involving a company publicly listed in the U.S., subject to such changes and adjustments as shall be reasonably necessary and mutually agreed to by the Borrower and the Lender, giving due regard to the operational and strategic requirements of Parent and its subsidiaries in light of their consolidated capital structure, size, industry and practices and proposed business plan (after giving effect to the Transactions) (the principles described above, the “Documentation Principles”).
Representations and Warranties:	The following representations and warranties (subject to customary exceptions, thresholds and qualifications consistent with the Documentation Principles): organizational status and good standing; power and authority, due authorization, qualification, execution, delivery and enforceability of Loan Documents; with respect to the execution, delivery and performance of the Loan Documents, no violation of, or conflict with, material law, organizational documents or material agreements; compliance with material law (including environmental laws); litigation; use of proceeds and compliance with margin regulations; material governmental and third party approvals with respect to the execution, delivery and performance of the Term Facility; inapplicability of Investment Company Act; solvency of Parent and its subsidiaries on a consolidated basis; accurate and complete disclosure; accuracy of historical financial statements (including pro forma financial statements based on historical balance sheets); no Material Adverse Effect (as defined below); taxes; insurance; pension plans; PATRIOT Act; OFAC and sanctions; FCPA; anti-money laundering laws; subsidiaries; intellectual property; status of Term Facility as “senior debt”; ownership of properties; and creation, perfection and priority of liens.
	“Material Adverse Effect” shall mean any event, circumstance or condition that has had or could reasonably be expected to have a material and adverse effect on (a) the business or financial condition of Parent and its subsidiaries, taken as a whole, (b) the ability of the Borrower to perform its obligations under the Loan Documents, or (c) the rights and remedies of the Lender under the Loan Documents.

Covenants:	The following affirmative and negative covenants (subject to customary exceptions, thresholds and qualifications consistent with the Documentation Principles): (a) traditional organizational covenants, (b) delivery of audited annual consolidated financial statements and unaudited quarterly financial statements, (c) prohibition on incurrence of additional debt during the term of the Term Facility, (d) prohibition on dividend, distribution or other restricted payment by the Borrower or Target during the term of the Term Facility, other than for the repayment of the Term Loans, and (e) other customary covenants, such as affirmative covenants relating to maintenance of property, existence, books and record, payment of taxes, compliance with laws (including environmental and sanctions laws), use of proceeds, and negative covenants relating to lien, investment, disposition, fundamental changes, junior debt payment, burdensome agreements, amendment of material agreements, transaction with affiliates, changes in lines of business and fiscal year.
Events of Default:	The following events of default: nonpayment of principal when due; nonpayment of interest or other amounts after a customary five business day grace period; violation of covenants (subject to customary grace periods for certain affirmative covenants); incorrectness of representations and warranties in any material respect; cross default to indebtedness (threshold amount to be agreed); bankruptcy or other similar events of Parent, the Borrower or any of the material subsidiaries of Parent (with a 60 day grace period for involuntary events); monetary judgments of an amount in excess of an amount to be agreed; actual or asserted (in writing) invalidity of material guarantees or security interest in Collateral; Change of Control (as defined below).
Change of Control	“Change of Control” shall be deemed to have occurred if (a) Mr. Song Tao, Xplane Limited and Mobi Joy Limited (together, the “Sponsors” or the “Permitted Holders”) shall fail to own, directly or indirectly, beneficially and of record, shares representing at least 51% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of Parent, or (b) Parent shall cease to directly own, beneficially and of record, 100% of the issued and outstanding equity interests of the Borrower.
Cost and Yield Protection:	The Loan Documents will include customary tax gross-up, cost and yield protection provisions.
Assignments and Participations:	The Lender will be permitted to make assignments, subject to consent of the Borrower as long as no default has occurred and is continuing; provided that (i) no approval of the Borrower shall be required in connection with assignments to the Lender’s affiliates or approved funds, (ii) the Borrower shall be deemed to have given consent to an assignment if it shall have failed to respond to a written notice thereof within 5 business days, and (iii) no consent of the Borrower shall be required if a default has occurred and is continuing. The Lender will also have the right, without consent of the Borrower, to assign as security all or part of its rights under the Loan Documents to any Federal Reserve Bank. Lender will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate and maturity date.
Expenses and Indemnification:	The Loan Documents will include customary expenses and indemnification provisions.

Governing Law and Forum:	The Loan Documents will be governed by New York law and will provide for the parties thereto to submit to the non-exclusive jurisdiction and venue of the Federal and state courts of the State of New York sitting in the Borough of Manhattan in New York City.
Counsel to the Lender:	Allen & Overy LLP.

Exhibit C

Summary of Additional Conditions²

The borrowings under the Term Facility shall be subject to the satisfaction or waiver, in each case, in the Lender’s reasonable determination, of the following conditions:

1.           The Lender shall have received a copy of the fairness opinion provided by Roth Capital Partners, LLC; provided that the Lender shall be deemed to have received such opinion to the extent and upon the filing of such opinion with the U.S. Securities and Exchange Commission (the “SEC”) by the Target.

2.           No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred since the date of the Acquisition Agreement.

3.           The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under the Term Facility, shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers by you thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the Lenders, unless consented to in writing by the Lender (such consent not to be unreasonably withheld or delayed).

3.           The Lender shall have received evidence (i) that the staff of the SEC have indicated to the Target’s counsel that they are not reviewing or, in connection with their review, have no further comments with respect to the Proxy Statement or the Schedule 13E-3 filed with the SEC in connection with the Acquisition (which evidence may be an email confirmation from the counsel to the Target or the counsel to the special committee of the board of directors of the Target) and (ii) of the public announcement of execution and delivery of the Acquisition Agreement by the Target.

4.           The Lender shall have received evidence that, substantially simultaneously with the borrowing under the Term Facility, the Permitted Holders own directly or indirectly not less than 51% of the ownership interest in Parent.

5.           The Lender shall have received (a) audited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of income, stockholders’ equity and cash flows of the Target and its consolidated subsidiaries for, the three most recently completed fiscal years, and (b) unaudited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of income, stockholders’ equity and cash flows of the Target and its consolidated subsidiaries for each subsequent fiscal quarter occurring after the last fiscal year of Target and ended not less than 60 days before the Closing Date, in each case, prepared in accordance with the generally applicable accounting principles in the United States; provided that, for each of clause (a) and (b) above, the Lender shall be deemed to have received such financial statements to the extent and upon the filing of such financial statements with the U.S. Securities and Exchange Commission by the Target.

7.           The Lender shall have received evidence of the deposit of the Cash Pledge Amount and maintenance of such amount in the Cash Pledge Accounts.

8.           At least two business days prior to the Closing Date, the Lender shall have received all documentation and other information about the Borrower, in each case that shall have been reasonably requested by the Lender in writing at least 8 business days prior to the Closing Date and that the Lender reasonably determines is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

² All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Facility term sheet is attached, including Exhibits A and B thereto.

9.           The closing of the Term Facility shall have occurred on or before the Expiration Date.

10.         (i) Subject to the Limited Conditionality Provisions, the execution and delivery by the Borrower of the Loan Documents (including the pledge and control agreement in respect of the Cash Pledge Accounts and provision for automatic release of the signatures of such pledge and control agreement immediately upon the occurrence of the Effective Time) and (ii) delivery to the Lender of customary U.S. and Cayman Islands legal opinions from counsels to the Borrower, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions where applicable, in each case with respect to the Borrower.

11.         No bankruptcy Event of Default in relation to Parent or the Borrower shall have occurred and be continuing on such date (immediately prior to giving effect to the extensions of credit requested to be made) or would result after giving effect to the extensions of credit requested to be made on the Closing Date.

12.         All fees required to be paid on or prior to the Closing Date and reasonable out-of-pocket expenses required to be paid on the Closing Date, to the extent invoiced at least 3 business days prior to the Closing Date, shall, upon the borrowings under the Term Facility, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Term Facility).