Form of Equity Interest Pledge Agreement
[Original Chinese language text omitted]
Form
of
This
Equity Interest Pledge Agreement (this "Agreement") has been executed by and
among the following parties on April 17, 2009 in Fuzhou, the People’s Republic
of China (the “China” or the “PRC”):
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Party A:
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Fujian Across Express
Information Technology Co., Ltd. (formerly named as “Fuzhou
Shoushan Waterfall Group ▇▇ ▇▇▇▇▇▇ Co., Ltd.”, hereinafter
"Pledgee")
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Address:
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▇▇▇▇▇▇▇▇
▇, ▇▇. ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ District,
Fuzhou
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Party B:
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[________] (hereinafter
"Pledgor")
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ID No.:
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[________]
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Party C:
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Fujian Fenzhong Media Co., Ltd.
(formerly named as “Fuzhou Fenzhong Co.,
Ltd.”)
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Address:
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Floor
22, Wuyi Center, ▇▇. ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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In this
Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a
"Party" respectively, and they shall be collectively referred to as the
"Parties".
Whereas:
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1.
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Party
A, Party B, Party C and BIAN Chunlan, another Shareholders of Party C
(together with Party B, the“Shareholders of Fujian Fenzhong”), entered
into two agreements on November 2, 2003 and December 1, 2003 respectively
(collectively the “2003 Two Agreements”); The Parties and ▇▇ ▇▇▇▇▇▇▇, a
Chinese natural person, entered into two agreements on January 2, 2008 and
July 10, 2008 respectively (collectively the “2008 Two Agreements”,
together with 2003 Two Agreements, the “Four Agreements”); as provided in
the Four Agreements, the parties thereof agreed that, subject to Party A’s
request, the parties shall enter into additional agreements or documents
relating to the matters and other matters concerned in the Four Agreements
in the form of supplementary
agreements.
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Strictly
Confidential
1
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2.
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Pledgor
is a citizen of China, and holds 80/20% of the equity interest in Party
C. Party C is a limited liability company registered in Fuzhou,
China, engaging in the advertising media business. Party C acknowledges
the respective rights and obligations of Pledgor and Pledgee under this
Agreement, and intends to provide any necessary assistance in registering
the Pledge.
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3.
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Pledgee
is a wholly foreign-owned enterprise registered in China. Pledgee and
Party C partially owned by Pledgor have executed an Exclusive Business
Cooperation Agreement on the date of this Agreement in Fuzhou as the
supplementary agreement to the foregoing Four
Agreements.
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4.
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To
ensure that Party C fully performs its obligations under the Exclusive
Business Cooperation Agreement (including all ancillary agreements, if
any) and pay the consulting and service fees thereunder to the Pledgee
when the same becomes due, and to ensure Pledgor fully perform
his/her obligations under the Loan Agreement, the Pledgor hereby pledges
to the Pledgee all of the equity interest he holds in Party C as security
for due performance of the obligations and full payment of the consulting
and service fees by Party C under the Business Cooperation
Agreement.
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Confidential
2
To
perform the provisions of the Business Cooperation Agreement and the Loan
Agreement, the Parties have mutually agreed to execute this Agreement upon the
following terms.
Additionally,
the Parties, being the signing parties to the foregoing Four Agreements, agree
that this Agreement and another Equity Interest Pledge Agreement executed on the
same date by and among Pledgee, Party C and [________], another shareholder of
Party C, collectively constitute the supplementary agreement to the foregoing
Four Agreements.
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1.
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Definitions |
Unless
otherwise provided herein, the terms below shall have the following
meanings:
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1.1
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Pledge:
shall refer to the security interest granted by Pledgor to Pledgee
pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be
compensated on a preferential basis with the conversion, auction or sales
price of the Equity Interest.
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1.2
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Equity
Interest: shall refer to all of the equity interest lawfully now held and
hereafter acquired by Pledgor in Party
C.
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1.3
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Term
of Pledge: shall refer to the term set forth in Section 3.2 of this
Agreement.
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1.4
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Business
Cooperation Agreement: shall refer to the Exclusive Business Cooperation
Agreement executed by and between Party C and Pledgee on the date of this
Agreement (refer to Appendix 3 for more details) and all the ancillary
agreements currently entered into or to be entered into hereafter by Party
C and the Pledgee according to the Business Cooperation Agreement (the
“Ancillary Agreements”, refer to Appendix 5 for more details, if
any).
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1.5
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Loan
Agreement: shall refer to the Loan Agreement executed by and between
Pledgee and Party B on the date of this Agreement (refer to Appendix 4 for
more details).
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1.6
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Event
of Default: shall refer to any of the circumstances set forth in Article 7
of this Agreement.
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1.7
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Notice
of Default: shall refer to the notice issued by Pledgee in accordance with
this Agreement declaring an Event of
Default.
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2.
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The
Pledge
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As
collateral security for the timely and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of any or all of the
payments due by Party C, including without limitation the consulting and
services fees payable to the Pledgee under the Business Cooperation Agreement,
and to ensure Pledgor fully perform his/her obligations under the Loan
Agreement, Pledgor hereby pledges to Pledgee a security interest in all of
Pledgor's right, title and interest, whether now owned or hereafter acquired by
Pledgor, in the Equity Interest of Party C in priority over all other
encumbrance.
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3.
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Term
of Pledge
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3.1
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The
Pledge shall become effective on such date when the pledge of the Equity
Interest contemplated herein has been registered with relevant
administration for industry and commerce (the “AIC”). The Pledge shall be
continuously valid until all obligations due under the Business
Cooperation Agreement have been fulfilled by Party C or until all
obligations due under the Loan Agreement have been fulfilled by Pledgor
(the later of fulfillment of the obligations). Pledgor and
Party C shall (1) register the Pledge in the shareholders' register of
Party C within 3 business days following the execution of this Agreement,
and (2) submit an application to the AIC for the registration of the
Pledge of the Equity Interest contemplated herein within 10 business days
following the execution of this Agreement (the “Registration of Pledge”).
The parties covenant that for the purpose of registration of the Pledge,
the parties hereto and all other shareholders of Party C shall submit to
the AIC this Agreement or an equity interest pledge contract in the form
required by the AIC at the location of Party C which shall truly reflect
the information of the Pledge hereunder (the “AIC Pledge Contract”).
For matters not specified in the AIC Pledge Contract, the parties shall be
bound by the provisions of this Agreement. Pledgor and Party C shall
submit all necessary documents and complete all necessary procedures, as
required by the PRC laws and regulations and the relevant AIC, to ensure
that the Pledge of the Equity Interest shall be registered with the AIC as
soon as possible after
filing.
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3.2
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During
the Term of Pledge, in the event Party C fails to pay the exclusive
consulting or service fees in accordance with the Business Cooperation
Agreement, or in the event Pledgor fails to perform his/her obligations
under the Loan Agreement, Pledgee shall have the right, but not the
obligation, to dispose of the Pledge in accordance with the provisions of
this Agreement.
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4.
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Custody
of Records for Equity Interest subject to
Pledge
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4.1
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During
the Term of Pledge set forth in this Agreement, the Pledgor shall deliver
to the Pledgee's custody the capital contribution certificate (refer to
Appendix 2) for the Equity Interest and the shareholders' register
containing the Pledge (refer to Appendix 1) within one week from the
execution of this Agreement, and shall deliver to the Pledgee’s custody
the evidence of the Registration of Pledge (refer to Appendix 6, as
applicable, the “Registration Evidence”) within one week from the
completion of the Registration of Pledge. The Pledgee shall have custody
of such items during the entire Term of Pledge set forth in this
Agreement.
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4.2
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Pledgee
shall have the right to collect dividends generated by the Equity Interest
during the Term of Pledge.
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5.
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Representations
and Warranties of Pledgor
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5.1
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Pledgor
is the sole legal and beneficial owner of the Equity
Interest.
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5.2
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Pledgee
shall have the right to dispose of and transfer the Equity Interest in
accordance with the provisions set forth in this
Agreement.
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5.3
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Except
for the Pledge, Pledgor has not placed any security interest or other
encumbrance on the Equity
Interest.
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6.
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Covenants
and Further Agreements of Pledgor
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6.1
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Pledgor
hereby covenants to the Pledgee, that during the term of this Agreement,
Pledgor shall:
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6.1.1
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not
transfer the Equity Interest, place or permit the existence of any
security interest or other encumbrance on the Equity Interest, without the
prior written consent of Pledgee, except for the performance of the
Exclusive Option Agreement executed by Pledgor, the Pledgee and
Party C on the date of this
Agreement;
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6.1.2
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comply
with the provisions of all laws and regulations applicable to the pledge
of rights and, within 5 days of receipt of any notice, order or
recommendation issued or prepared by relevant competent authorities
regarding the Pledge, shall present the aforementioned notice, order or
recommendation to Pledgee, and shall comply with the aforementioned
notice, order or recommendation or submit objections and representations
with respect to the aforementioned matters upon Pledgee's reasonable
request or upon consent of
Pledgee;
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6.1.3
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promptly
notify Pledgee of any event or notice received by Pledgor that may have an
impact on Pledgee's rights to the Equity Interest or any portion thereof,
as well as any event or notice received by Pledgor that may have an impact
on any guarantees and other obligations of Pledgor arising out of this
Agreement.
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Equity
Interest Pledge Agreement
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6.2
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Pledgor
agrees that the rights acquired by Pledgee in accordance with this
Agreement with respect to the Pledge shall not be affected by Pledgor or
any heirs or representatives of Pledgor or any other persons through any
legal proceedings.
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6.3
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To
protect or perfect the security interest granted by this Agreement for
payment of the consulting and service fees under the Business Cooperation
Agreement and for fulfillment of obligations of Pledgor under the Loan
Agreement, Pledgor hereby undertakes to execute in good faith and to cause
other parties who have an interest in the Pledge to execute all
certificates, agreements, deeds and/or covenants required by
Pledgee. Pledgor also undertakes to perform and to cause other
parties who have an interest in the Pledge to perform actions required by
Pledgee, to facilitate the exercise by Pledgee of its rights and authority
granted thereto by this Agreement, and to enter into all relevant
documents regarding ownership of Equity Interest with Pledgee or
designee(s) of Pledgee (natural persons/legal persons). Pledgor
undertakes to provide Pledgee within a reasonable time with all notices,
orders and decisions regarding the Pledge that are required by
Pledgee.
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6.4
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Pledgor
hereby undertakes to comply with and perform all guarantees, promises,
agreements, representations and conditions under this Agreement. In the
event of failure or partial performance of its guarantees, promises,
agreements, representations and conditions, Pledgor shall indemnify
Pledgee for all losses resulting
therefrom.
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Equity
Interest Pledge Agreement
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7.
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Event
of Breach
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7.1
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The
following circumstances shall be deemed Event of
Default:
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7.1.1
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Party
C fails to fully and timely fulfill any liabilities under the Business
Cooperation Agreement, including without limitation, failure to pay in
full any of the consulting and service fees payable under the Business
Cooperation Agreement or breaches of any other obligations of Party C
thereunder;
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7.1.2
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Pledgor
fails to fully and timely fulfill any obligations under the Loan
Agreement;
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7.1.3
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Pledgor
or Party C has committed a material breach of any provisions of this
Agreement;
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7.1.4
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The
Pledgor and Party C fail to register the Pledge in the shareholders'
register of Party C or fail to complete the Registration of Pledge
stipulated in Section 3.1;
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7.1.5
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Except
as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to
transfer or abandons the Equity Interest pledged or assigns the Equity
Interest pledged without the written consent of Pledgee;
and
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7.1.6
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The
successor or custodian of Party C is capable of only partially perform or
refuses to perform the payment obligations under the Business Cooperation
Agreement or obligations under the Loan
Agreement;
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7.1.7
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Pledgor
's death, lack or limitation of civil
capacity;
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Equity
Interest Pledge Agreement
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7.1.8
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Pledgor
ceases (for any reason) to be an employee of Party C or any of its
affiliated entities, or ceases to be a shareholder of Party
C;
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7.1.9
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Pledgor
engages in criminal act or is involved in criminal activities;
or
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7.1.10
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Any
third party files a claim against Pledgor that exceeds
RMB1,000,000.
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7.2
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Upon
notice or discovery of the occurrence of any circumstances or event that
may lead to the aforementioned circumstances described in Section 7.1,
Pledgor shall immediately notify Pledgee in writing
accordingly.
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7.3
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Unless
an Event of Default set forth in this Section 7.1 has been successfully
remedied to Pledgee's satisfaction within twenty (20) days after the
Pledgee delivers a notice to the Pledgor requesting remedy of such Event
of Default, Pledgee may issue a Notice of Default to Pledgor in writing at
any time thereafter, demanding the Pledgor to immediately dispose of the
Pledge in accordance with the provisions of Article 8 of this
Agreement.
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8.
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Exercise
of Pledge
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8.1
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Prior
to the full payment of the consulting and service fees described in the
Business Cooperation Agreement or prior to fulfill the obligations under
the Loan Agreement, without the Pledgee's written consent, Pledgor shall
not assign the Pledge or the Equity Interest in Party C to any third
party.
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Equity
Interest Pledge Agreement
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8.2
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Pledgee
may issue a Notice of Default to Pledgor when exercising the
Pledge.
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8.3
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Subject
to the provisions of Section 7.3, Pledgee may exercise the right to
enforce the Pledge at any time after the issuance of the Notice of Default
in accordance with Section 8.2. Once Pledgee elects to enforce the Pledge,
Pledgor shall cease to be entitled to any rights or interests associated
with the Equity Interest.
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8.4
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In
the event of a default, Pledgee is entitled to dispose of the Equity
Interest pledged in accordance with applicable PRC laws. To the extent
permitted under PRC laws, Pledgee has no obligation to pay Pledgor the
proceeds arising from disposition of the Equity Interest, and Pledgor
hereby waives any rights it may have to demand any such payment from
Pledgee. Likewise, in such circumstances Pledgor shall have no obligation
to Pledgee for any deficiency remaining after such disposition of the
Equity Interest pledged.
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8.5
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When
Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor
and Party C shall provide necessary assistance to enable Pledgee to
enforce the Pledge in accordance with this
Agreement.
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9.
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Assignment
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9.1
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Without
Pledgee's prior written consent, Pledgor shall not have the right to
assign or delegate its rights and obligations under this
Agreement.
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Equity
Interest Pledge Agreement
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9.2
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This
Agreement shall be binding on Pledgor and its successors and permitted
assigns, and shall be valid with respect to Pledgee and each of its
successors and assigns.
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9.3
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At
any time, Pledgee may assign any and all of its rights and obligations
under the Business Cooperation Agreement or the Loan Agreementto its
designee(s) (natural/legal persons), in which case the assignees shall
have the rights and obligations of Pledgee under this Agreement, as if it
were the original party to this Agreement. When the Pledgee assigns the
rights and obligations under the Business Cooperation Agreement or the
Loan Agreement, upon Pledgee's request, Pledgor shall execute relevant
agreements or other documents relating to such
assignment.
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9.4
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In
the event of a change in Pledgee due to an assignment, Pledgor shall, at
the request of Pledgee, execute a new pledge agreement with the new
pledgee on the same terms and conditions as this Agreement, and register
the same with the relevant
AIC.
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9.5
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Pledgor
shall strictly abide by the provisions of this Agreement and other
contracts jointly or separately executed by the Parties hereto or any of
them, including without limitations, the Exclusive Option Agreement and
the Power of Attorney granted to Pledgee, perform the obligations
hereunder and thereunder, and refrain from any action/omission that may
affect the effectiveness and enforceability thereof. Any remaining rights
of Pledgor with respect to the Equity Interest pledged hereunder shall not
be exercised by Pledgor except in accordance with the written instructions
of Pledgee.
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Equity
Interest Pledge Agreement
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10.
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Termination |
Upon the
full payment of the consulting and service fees under the Business Cooperation
Agreement and upon termination of Party C's obligations under the Business
Cooperation Agreement, or upon the fulfilled the obligations under the Loan
Agreement (the later of fulfillment of the obligations), this Agreement shall be
terminated, and Pledgee shall then cancel or terminate this Agreement as soon as
reasonably practicable; Pledgee, Pledgor and Party Cshall submit application and
submit all necessary documents to the competent AIC, and complete all necessary
procedures as required by the PRC laws and regulations and the relevant AIC, for
the cancellation registration of the Pledge of the Equity Interest.
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11.
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Handling
Fees and Other Expenses
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All fees
and out of pocket expenses relating to this Agreement, including but not limited
to registration costs, legal costs, costs of production, stamp tax and any other
taxes and fees, shall be borne by Party C.
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Equity
Interest Pledge Agreement
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12.
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Confidentiality |
The
Parties acknowledge that the existence and the terms of this Agreement and any
oral or written information exchanged between the Parties in connection with the
preparation and performance this Agreement are regarded as confidential
information. Each Party shall maintain confidentiality of all such confidential
information, and without obtaining the written consent of the other Party, it
shall not disclose any relevant confidential information to any third parties,
except for the information that: (a) is or will be in the public domain (other
than through the receiving Party’s unauthorized disclosure); (b) is under the
obligation to be disclosed pursuant to the applicable laws or regulations, rules
of any stock exchange, or orders of the court or other government authorities;
or (c) is required to be disclosed by any Party to its shareholders, investors,
legal counsels or financial advisors regarding the transaction contemplated
hereunder, provided that such shareholders, investors, legal counsels or
financial advisors shall be bound by the confidentiality obligations similar to
those set forth in this Section. Disclosure of any confidential information by
the staff members or agencies hired by any Party shall be deemed disclosure of
such confidential information by such Party, which Party shall be held liable
for breach of this Agreement. This Section shall survive the termination of this
Agreement for any reason.
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13.
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Governing
Law and Resolution of Disputes
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13.1
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The
execution, validity, interpretation, performance, amendment and
termination of this Agreement and the resolution of disputes hereunder
shall be governed by the laws of
China.
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13.2
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In
the event of any dispute with respect to the interpretation and
performance of this Agreement, the Parties shall first resolve the dispute
through friendly negotiations. In the event the Parties fail to reach an
agreement to resolve the dispute within 30 days after either Party's
request to the other Parties for resolution of the dispute through
friendly negotiations, either Party may submit the relevant dispute to the
China International Economic and Trade Arbitration Commission for
arbitration, in accordance with its then effective Arbitration Rules. The
arbitration shall be conducted in Fuzhou, and the language used in
arbitration shall be Mandarin Chinese. The arbitration award shall be
final and binding on all Parties.
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Equity
Interest Pledge Agreement
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13.3
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Upon
the occurrence of any disputes arising from the interpretation and
performance of this Agreement or during the pending arbitration of any
dispute, except for the matters under dispute, the Parties to this
Agreement shall continue to exercise their respective rights under this
Agreement and perform their respective obligations under this
Agreement.
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14.
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Notices |
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14.1
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All
notices and other communications required or permitted to be given
pursuant to this Agreement shall be delivered personally or sent by
registered mail, postage prepaid, by a commercial courier service or by
facsimile transmission to the address of such party set forth below. A
confirmation copy of each notice shall also be sent by E-mail. The dates
on which notices shall be deemed to have been effectively given shall be
determined as follows:
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14.1.1
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Notices
given by personal delivery, by courier service or by registered mail,
postage prepaid, shall be deemed effectively given on the date of delivery
or refusal at the address specified for
notices.
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14.1.2
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Notices
given by facsimile transmission shall be deemed effectively given on the
date of successful transmission (as evidenced by an automatically
generated confirmation of
transmission).
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Equity
Interest Pledge Agreement
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14.2
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For
the purpose of notices, the addresses of the Parties are as
follows:
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Party A:
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Fujian
Across Express Information Technology Co.,
Ltd.
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Address:
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Floor
22, Wuyi Center, ▇▇. ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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Party B:
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[________]
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Address:
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▇▇▇▇▇
▇▇, ▇▇▇▇ Center, ▇▇. ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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Party C:
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Fujian
Fenzhong Co., Ltd.
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Address:
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Floor
22, Wuyi Center, ▇▇. ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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14.3
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Any
Party may at any time change its address for notices by a notice delivered
to the other Parties in accordance with the terms
hereof.
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15.
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Severability |
In the
event that one or several of the provisions of this Contract are found to be
invalid, illegal or unenforceable in any aspect in accordance with any laws or
regulations, the validity, legality or enforceability of the remaining
provisions of this Contract shall not be affected or compromised in any respect.
The Parties shall strive in good faith to replace such invalid, illegal or
unenforceable provisions with effective provisions that, to the greatest extent
permitted by law, accomplish the intentions of the Parties and the economic
effect originally intended by the Parties.
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Equity
Interest Pledge Agreement
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16.
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Attachments |
The
attachments set forth herein shall constitute an integral part of this
Agreement.
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17.
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Effectiveness |
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17.1
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Any
amendments, changes and supplements to this Agreement shall be in writing
and shall become effective upon completion of the governmental filing
procedures (if applicable) after the affixation of the signatures or seals
of the Parties.
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17.2
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This
Agreement is written in Chinese and English in five counter copies. The
Pledgor, the Pledgee and Party C shall hold one counter copy respectively,
and the other copies shall be used for registration. Each
counter copy of this Agreement shall have equal validity. In
case there is any conflict between the Chinese version and the English
version, the Chinese version shall
prevail.
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Equity
Interest Pledge Agreement
IN
WITNESS WHEREOF, the Parties have executed, or caused their authorized
representatives to execute this Equity Interest Pledge Agreement as of the date
first above written.
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Party A:
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Fujian
Across Express Information Technology Co.,
Ltd.
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By:
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Name:
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▇▇▇▇▇
▇▇▇▇▇
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Title:
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Legal
Representative
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Party B:
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[________]
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By:
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Party C:
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Fujian
Fenzhong Media Co., Ltd.
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By:
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Name:
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▇▇▇▇▇
▇▇▇▇▇
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Title:
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Legal
Representative
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Equity
Interest Pledge Agreement
Appendices:
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1.
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Shareholders'
register of Party C;
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2.
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The
Capital Contribution Certificate for Party
C;
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3.
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Exclusive
Business Cooperation Agreement;
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4.
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Loan
Agreement
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5.
|
Ancillary
Agreements to Exclusive Business Cooperation Agreement (as
applicable);
|
|
6.
|
Evidence
of Registration of Pledge (as
applicable).
|
Strictly
Confidential
19