Share Pledge Agreement
This
Agreement is executed by:
(1)
Pledgeor (hereinafter referred to as Party A): Xxxxxxx
Xxxx, an US citizen
with social security number of ###-##-####;
(2)
Pledgee (hereinafter referred to as Party B): Consists of all of the former
members (the “Members”) of Jilin Dongsheng Weiye Science and Technology Co.,
Ltd. (hereinafter referred to as Jilin Company), and enterprise incorporated
and
existing within the territory of PRC in accordance with the law of PRC, the
registration number of its legal valid business license is 0000000000000 and
its
legal registered address is 0-000 Xxxxxx Xxxxxxx, Xxxxxxxx Blvd., Jilin, Jilin
Province, PRC. The Members are as follows: Xxxxxx Xx, Xxxxxx Xx,
Xxxxxxxx Xxx, Xxxxxx Xxxxx, Xxxxxxx Xxx, Xxxxxxx Xx, Xxxxx Xxx, Xxxxxx Xx,
and
Xxxxxxx Xxx.
On
the
8th
Day of
November, 2006, in Jilin, China.
Whereas:
1.
Party
A consists of the sole shareholder of American Sunrise International, Inc
(hereinafter referred to as ASI Company), which is a wholly foreign-owned
enterprise incorporated in the State of Delaware, the registration number of
its
legal valid business license is Delaware file number 41664-91 and its legal
registered address is 00 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Xxxxxx 00000. Party
A
legally holds all of the common and preferred shares of ASI Company (the “Equity
Shares”).
2.
Party
B consists of the Former Members of Jilin Dongsheng Weiye Science and Technology
Co., Ltd. an enterprise incorporated and existing within the territory of PRC
in
accordance with the law of PRC, the registration number of its legal valid
business license is 0000000000000 and its legal registered address is 0-000
Xxxxxx Xxxxxxx, Xxxxxxxx Blvd., Jilin, Jilin Province, PRC. The Members are
as
follows: Xxxxxx Xx, Xxxxxx Xx,
Xxxxxxxx Xxx, Xxxxxx Xxxxx, Xxxxxxx Xxx, Xxxxxxx Xx, Xxxxx Xxx, Xxxxxx Xx,
and
Xxxxxxx Xxx. Jilin Company is now a wholly owned subsidiary of ASI
Company.
4.
Party
B intends to acquire all of the equity interests of Paperclip Software, Inc.,
a
Delaware Corporation (“PSI”) by exchanging his shares of ASI Company for all
issued and outstanding shares of PSI. Prior to the completion of such
acquisition, Party A agreed to sell the
equity interests of PSI to Party B. In addition, Party A agreed to entrust
the
management and operation of PSI Company to Party B. In order to protect the
interests of Party B, Party A agrees to pledge the 100% interest of PSI they
own
to Party B.
5.
Party
B accepts the pledge of these shares by Party A.
Therefore,
in accordance with applicable laws and regulations of the People's Republic
of
China, the Parties hereto reach this Agreement through friendly negotiation
in
the principle of equality and mutual benefit and abide by.
Article
1
Guaranteed Obligations
The
shares are being pledged to guarantee all of the rights and interests Party
A is
entitled to under all the agreements by and among Party A and Party
B.
Article
2
Pledged Properties
Party
A
pledges the Equity Shares to Party B in the following proportion:
|
Common
Shares
|
Preferred
Shares
|
|
|
Xxxxxx
Xx
|
9746847
|
946275
|
|
Xxxxxx
Xx
|
919799
|
89298
|
|
Xxxxxxxx
Xxx
|
919799
|
89298
|
|
Xxxxxx
Xxxxx
|
551880
|
53579
|
|
Xxxxxxx
Xxx
|
551880
|
53579
|
|
Xxxxxxx
Xx
|
551880
|
53579
|
|
Qiang
Sui
|
551880
|
53579
|
|
Xxxxxx
Xx
|
551880
|
53579
|
|
Xxxxxxx
Xxx
|
367919
|
35719
|
Article
3
Scope of Guaranteed Obligations
The
scope
of the guaranteed obligations is all rights and interests Party A is entitled
to
in accordance with all the agreements signed by and among Party A and Party
B.
Article
4
Pledge Procedure and Registration
Party
A
shall, within 10 days after the date of this Agreement, process the registration
procedures with Jilin Administration for Industry and Commerce concerning the
pledged membership interests.
Article
5
Transfer of Pledged Shares
Party
A
shall not transfer any of the pledged shares without the permission of Party
B
during the term of this agreement.
Article
6
Effectiveness, Modification and Termination
6.1
This
Agreement shall go into effect when it is signed by the authorized
representatives of the Parties with seals affixed.
6.2
Upon
the effectiveness of this Agreement and unless otherwise agreed upon by the
parties hereto, neither party may modify or terminate this Agreement. Any
modification or termination shall be in writing after both parties'
consultations. The provisions of this Agreement remain binding on both parties
prior to any written agreement on modification or termination.
Article
7
Governing Law
The
execution, validity, interpretation and performance of this Agreement and the
disputes resolution under this Agreement shall be governed by the laws of the
PRC.
Article
8
Liability for Breach of Agreement
Upon
the
effectiveness of this Agreement, the Parties hereto shall perform their
respective obligations under the Agreement. Any failure to perform the
obligations stipulated in the Agreement, in part or in whole, shall be deemed
a
breach of contract and the breaching party shall compensate the non-breaching
party for the loss incurred as a result of the breach.
Article
9
Settlement of Dispute
The
parties shall strive to settle any dispute arising from the interpretation
or
performance of this Agreement through friendly consultation. In case no
settlement can be reached through consultation within thirty (30) days after
such dispute is raised, each party can submit such matter to the China
International Economic and Trade Arbitration Commission (the "CIETAC") in
accordance with its rules. The arbitration shall take place in Beijing. The
arbitration award shall be final, conclusive and binding upon both
parties.
Article
10 Severability
10.1
Any
provision of this Agreement that is invalid or unenforceable due to the laws
and
regulations shall be ineffective without affecting in any way the remaining
provisions hereof.
10.2
In
the event of the foregoing paragraph, the parties hereto shall prepare
supplemental agreement as soon as possible to replace the invalid provision
through friendly consultation.
Article
11 Miscellaneous
11.1
The
headings contained in this Agreement are for the convenience of reference only
and shall not in any other way affect the
interpretation
of the provisions of this Agreement.
11.2
The
Agreement shall be executed in five copies, both in Chinese and English. Either
party holds one Chinese and one English original, and the remaining shall be
kept for completing relevant procedures. Each copy shall have equal legal force.
In the event of any conflict between the two versions, the Chinese version
shall
prevail.
11.3
In
witness hereof, the Parties hereto have executed this Agreement on the date
described in the first page.
Party
A:
_______________________
Xxxxxxx
Xxxx
(signature)
Party
B:
the Members of Jilin Dongsheng Weiye Science and Technology Co.,
Ltd.
_______________________
Xxxxxx
Xx
(signature)
_______________________
Xxxxxx
Xx
(signature)
_______________________
Xxxxxxxx
Xxx
(signature)
_______________________
Xxxxxx
Xxxxx
(signature)
_______________________
Xxxxxxx
Xxx
(signature)
_______________________
Xxxxxxx
Xx
(signature)
_______________________
Qiang
Sui
(signature)
_______________________
Xxxxxx
Xx
(signature)
________________________
Xxxxxxx
Xxx (signature)
__________________________
Authorized
representative: Xxxxxx Xx
(signature)
