Share Entrustment Agreement
Exhibit
4.4
This
Share Entrustment Agreement (hereinafter referred to as this “Agreement”) is entered into on
this 1st day of
July, 2008 in Shanghai of China by and among:
Xxxxxx Computer (Shanghai) Co.,
Ltd., located at Xxxx 000-X, Xx. 000 Xxxxxxxxxx Xxxx, Xxxxxx New
Area, Shanghai, hereinafter referred to as
“Party A”; and
Xxxx Xxxx-xxxx (ID Card No.:
[XXX]),
whose residence locates at [XXX], hereinafter referred to as “Party B”; and
Chen Da-nian (ID Card No.:
[XXX]),
whose residence locates at [XXX], hereinafter referred to as “Party C”.
Party A,
Party B and Party C may hereinafter collectively referred to as the “Parties” and, individually
referred to as the “Party”.
Whereas,
Party B
and Party C have been registered as the shareholders of Shanghai Xxxxxx
Networking Development Co., Ltd. (hereinafter referred to as the “Company”), holding 70% and 30%
Share of the Company respectively.
Party B, Party C and Party A
have hereby agreed on the said share assignment and confirmed that Party B and
Party C are shareholders of the Company as follows:
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1.
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Nominee Shareholders
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Party B
and Party C are the nominee shareholders designated by Party A for the
Company, who hold Party A's Share in the Company for and on behalf of Party
A's
benefits.
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2.
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Financing
Documents
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2.1
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Party
A has received and examined the following
documents:
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|
1)
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Exclusive
Consulting and Service Agreement dated on July 01, 2008 by and between
Xxxxxx Computer (Shanghai) Co., Ltd. and the
Company;
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2)
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Assignment
Agreement of Purchase Option and Cooperation Agreement dated on July 01,
2008 by and among Xxxxxx Computer (Shanghai) Co., Ltd., the Company, Party
B and Party C;
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1
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3)
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Share
Pledge Agreement dated on July 01, 2008 by and among Xxxxxx Computer
(Shanghai) Co., Ltd., Party B and Party
C;
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4)
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Business
Operating Agreement dated on July 01, 2008 by and among Xxxxxx Computer
(Shanghai) Co., Ltd., the Company, Party B and Party
C;
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5)
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Power
of Attorney dated on July 01, 2008 by and between Party B and Party C in
accordance with the Business Operating
Agreement.
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All of
the above documents are hereinafter referred to as the “Financing Documents”
collectively.
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2.2
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Party
A has agreed on the contents of the Financing Documents, and agreed that
Party B and Party C are authorized to enter into the Financing Documents
and other agreements in relation to the Financing Documents and/or take
necessary actions, including the passing of shareholder resolutions and
the consent of entering into the Financing Documents by the
Company.
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3.
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Confidentiality
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Party B
and Party C have confirmed that the contents and existence of this Agreement are
“Confidential Information” of Party A. Without Party A's prior written consents,
neither Party B nor Party C shall disclose the said contents and existence to
any third party.
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4.
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Entire
Agreement and Amendments to this
Agreement
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4.1
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This
Agreement shall constitute the entire agreement on the subject matter
hereof among the Parties, and supersede all previous agreements,
contracts, understandings and communications among the Parties in respect
of the subject matter hereof, whether in oral or
writing.
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4.2
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Any
amendment to this Agreement comes to effect only after such
amendment is entered into by and among the Parties in writing. Any amendment and supplement shall
be integral to this Agreement after the same is entered into by and among the Parties, which shall have the same
force and effect with this Agreement.
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5.
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Governing
Law
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The conclusion, validity and performance
of, interpretation to and dispute resolution in relation to this Agreement shall
be governed by and
interpreted in accordance with the laws of the PRC.
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6.
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Resolution
Dispute
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2
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6.1
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Any dispute among the Parties arising out of the interpretation
to or performance of this Agreement shall be resolved through friendly
negotiation in good faith by the Parties; if not reached, any Party may
submit such dispute to the China International Economic and
Trade Arbitration
Commission Shanghai Commission (“CIETACSC”) according to the Rules of
CIETACSC in force for the time being. Such arbitration shall be carried
out in Shanghai. The language in the arbitration
proceedings shall be Chinese. The awards are final and binding upon the
Parties.
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6.2
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Save for the matters under
disputes, the Parties shall continue to perform their
respective obligations in good faith in accordance with this
Agreement.
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7.
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Validity,
Term and Miscellaneous
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7.1
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This
Agreement comes to effect on the date first written above when it is
sealed by Party A, and entered into by Party B and Party
C.
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7.2
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Any
failure to exercise any of its rights, powers or privileges hereunder by
any Party shall not constitute a waiver to such rights, powers or
privileges by such Party. Any single or partial exercise of any of its
rights, powers or privileges hereunder by any Party shall not affect the
exercise of any other rights, powers or privileges hereunder by such
Party.
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IN WITNESS WHEREOF, the
Parties have duly caused this Agreement to be entered into on the date first
written above.
[No Text
Follow, Signature Page for Share Entrustment Agreement Follow]
3
Party A:
Xxxxxx Computer (Shanghai) Co., Ltd.
Legal
Representative/Authorized Representative: _______________________
Title:
_________________
Date:
_____MM _____ DD _____YY
Party B:
Xxxx Xxxx-xxxx (Sign)
Date:
_____MM _____ DD _____YY
Party C:
Chen Da-nian (Sign)
Date:
_____MM _____ DD _____YY
4
