EXHIBIT 10.11
AGREEMENT
This Agreement is entered into as of March 31st, 2004, in Beijing, P.R.C.
by and between the following two parties
KONGZHONG CORPORATION
Legal Representative:Xxxxxx Xxxx
KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD
Legal Registered Address: 12th floor, Xxxxx Xxxx Building, Xxxxx Xxxx Xxx Xxx Da
Jie, Hai Xxxx District, Beijing
Legal Representative: Xxxxxx Xxxx
BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD
Legal Address: 12th floor, Xxxxx Xxxx Building, Xxxxx Xxxx Xxx Xxx Da Jie, Hai
Xxxx District, Beijing
Legal Representative: Xxxxxx Xxxx
XXXXXX XXXX
PIN: 110102197411102374
Address: 9# 13A, Ma Xxxx Xxxx Xxxxx Xxx Yuan, Hai Xxxx District,
Beijing
XXXXXXX XXXX
PIN: 410105490701051
Address: 9# 13A, Ma Xxxx Xxxx Xxxxx Xxx Yuan, Hai Xxxx District, Beijing
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XXXX XXXXX
PIN: 610104780219162
Address: 9# 13A, Ma Xxxx Xxxx Xxxxx Xxx Yuan, Hai Xxxx District, Beijing
WHEREAS:
1. The Loan Agreement, which was entered into between Xxxxxx Xxxx and
Communications Over The Air Inc. (afterwards transferred its name into
KongZhong Corporation) in May 7, 2002, provided that KongZhong
Corporation shall lend Xxxxxx Xxxx no less than the amount of 700,000
RMB, which was the contributed capital to BEIJING AIRINBOX INFORMATION
TECHNOLOGIES CO., LTD by Xxxxxx Xxxx, and Xxxxxx Xxxx acquired entire
amount of the loan but has not refunded;
2. The Loan Agreement, which was entered into between Xxxxxx Xxxx and
Communications Over The Air Inc. (afterwards transferred its name into
KongZhong Corporation) in September 26, 2003, provided that
Communications Over The Air Inc. (afterwards transferred its name into
KongZhong Corporation) shall lend Xxxxxx Xxxx no less than the amount of
300,000 RMB, which was the capital to pay Xxxxxx Xxxx, an ex-shareholder,
in exchange with 15% of the total equity in BEIJING AIRINBOX INFORMATION
TECHNOLOGIES CO., LTD, and Xxxxxx Xxxx acquired entire amount of the loan
but has not refunded;
3. The Loan Agreement, which was entered into between Xxxxxxx Xxxx and
Communications Over The Air Inc. (afterwards transferred its name into
KongZhong Corporation) in May 7, 2002, provided that KongZhong
Corporation shall lend Xxxxxxx Xxxx no less than the amount of 700,000
RMB, which was the contributed capital to BEIJING AIRINBOX INFORMATION
TECHNOLOGIES CO.,LTD by Xxxxxxx Xxxx, and Xxxxxxx Xxxx acquired entire
amount of the loan but has not refunded;
4. The Loan Agreement, which was entered into between Xxxx Xxxxx and
Communications Over The Air Inc. (afterwards transferred its name into
KongZhong Corporation) in September 26, 2003, provided that
Communications Over The Air Inc. (afterwards transferred its name into
KongZhong Corporation) shall lend Xxxx Xxxxx no less than the amount of
300,000 RMB, which was the capital to pay Xxxxxx Xxxx, an ex-shareholder,
in exchange with 15% of the total equity in BEIJING AIRINBOX INFORMATION
TECHNOLOGIES CO., LTD, and Xxxx Xxxxx acquired entire amount of the
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loan but has not refunded;
5. The Exclusive Agreement, which was entered into by and between
KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD and BEIJING
AIRINBOX INFORMATION TECHNOLOGIES CO., LTD in July 30, 2002, provided
that two parties shall cooperate with each other in the fields of
technical support, technical service, domain name and trademark;
6. All Parties to this Agreement reach the contracts relating to the
relevant issues in the above Agreement in the signature date of this
agreement. Xxxxxx Xxxx, Xxxxxxx Xxxx, Xxxx Xxxxx and KongZhong
Corporation reached a loan Agreement; KONGZHONG INFORMATION TECHNOLOGIES
(BEIJING) CO., LTD and BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD
reached a trademark license agreement, a domain name license agreement
and an exclusive technical and consulting services agreement; Xxxxxx
Xxxx, Xxxxxxx Xxxx, Xxxx Xxxxx and KONGZHONG INFORMATION TECHNOLOGY
(BEIJING) CO., LTD reached a equity mortgage agreement; Xxxxxx Xxxx,
Xxxxxxx Xxxx, Xxxx Xxxxx and KONGZHONG INFORMATION TECHNOLOGIES (BEIJING)
CO., LTD AND BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD reached a
business management agreement.
Through friendly negotiation, all parties agrees that:
1. After the effective date of this agreement, Article 1 to Article 6 of
the "Whereas Clause" in the said agreements ("the original
agreements") shall be substituted by the Articles below Articles 7 of
the relevant agreements ("the new agreements"). The original
agreements shall be terminated from the effective date of this
agreement, and the original agreements have no binding force to
parties.
2. In order to avoid the misunderstanding, the signature and the effect
of this agreement shall not effect the acquired rights and/or the
coming obligation under the original agreements.
3. After this agreement comes into effect, the rights and obligations of
all parties under the original contracts shall be ruled by the new
agreements.
4. If dispute occurs among parties in the construction and the
performance of this agreement, each party shall settle the disputes by
negotiation in goodwill. If the
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relevant parties could not reach the agreement to settle the dispute
within the 30 days after the a party set forth a request to settle the
dispute by negotiation, each party may file the relevant disputes to
China International Economic and Trade Arbitration Committee to
arbitrate following the effective arbitration rules. The arbitration
forum is Beijing. The arbitration language is Chinese. The award of
the arbitration is final and binding to parties.
5. The rescind of the original agreements and the effect and substation
of the new agreements shall be ruled by the law, under which the
agreements were entered.
6. This Agreement goes into effect in the signature date.
This Agreement is subscribed by parties in the date said above.
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[Signature Page, No Agreement Articles]
KONGZHONG CORPORATION
Authorized Representative:
/s/ Xxxx Xxxx
KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD
Authorized Representative:
/s/ Xxxx Xxxx
BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD
Authorized Representative:
/s/ Xxxxxx Xxxx
XXXXXX XXXX
Signature: /s/ Xxxxxx Xxxx
XXXXXXX XXXX
Signature: /s/ Xxxxxxx Xxxx
XXXX XXXXX
Signature: /s/ Xxxx Xxxxx
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