EQUITY PLEDGE AGREEMENT
Exhibit 4.29
This Equity Pledge Agreement (this “Agreement”) is
entered into in Beijing, PRC on June 19, 2006 by the
following parties:
Pledgee:
Party A: Baidu Online Network Technology (Beijing)
Co., Ltd.
Legal Address: 12/F., Ideal International Plaza, No. 58
North-West 4th Ring, Haidian District, Beijing, PRC, 100080
Pledgor:
Party B: Xxxxxx Xxx
ID card No.: 440301196306305512
Legal Address: Xx. 000, Xxxxxxxx X, Xxxxxxxxxxxxxxxxxxxx Xxxxx
front, Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx, 000000
WHEREAS,
1. Party A (the “Pledgee”), a wholly
foreign-owned enterprise registered in Beijing, the
People’s Republic of China (the “PRC”), has been
licensed by the relevant PRC government authorities to carry on
the business of developing and manufacturing computer programs,
providing technical consulting and services for self-made
products, constructing computer network systems, selling
self-made products (except for items that have not obtained
specified approvals).
2. Party B (the “Pledgor”), is a citizen of the
PRC. The Pledgor owns 80% of the equity interest in
Beijing Perusal Technology Co., Ltd., a limited liability
company registered in Beijing, PRC(the “Company”).
3. Party A made a loan in an amount of RMB 800,000
(hereinafter the “Loan”) to Party B and the parties
executed a loan agreement (the “Loan Agreement”) on
June 19, 2006. The term of the Loan is 10 years
commencing from the execution date of the Loan Agreement. Party
A and the Company signed an Exclusive Technology Consulting and
Service Agreement (the “Technology Agreement”) on
June 23, 2006, which has a term of ten (10) years.
Pursuant to the Technology Agreement, the Company shall pay
Party A consulting and services fees (the “Fees”) for
the technology consulting and services provided by Party A.
4. In order to ensure that Party B will perform its
obligations under the Loan Agreement, the Pledgor agrees to
pledge all his equity interest in the Company as security for
the performance of his obligations under the Loan Agreement.
NOW THEREFORE, the Pledgee and the Pledgor through
friendly negotiations hereby enter into this Agreement based
upon the following terms:
1. Definitions and Interpretation
Unless otherwise provided in this Agreement, the following terms
shall have the following meanings:
1.1 “Pledge”: refers to the full content of
Article 2 hereunder.
1.2 “Equity Interest”: refers to all of the
equity interest in the Company legally held by the Pledgor.
1.3 “Rate of Pledge”: refers to the ratio between
the value of the Pledge under this Agreement and the total
amount of the Loan.
1.4 “Term of Pledge”: refers to the period
provided for under Article 3.2 hereunder.
1.5 “Principal Agreement”: refers to the Loan
Agreement.
1.6 “Event of Default”: refers to any event
listed in Article 7.1 hereunder.
1.7 “Notice of Default”: refers to the notice of
default issued by the Pledgee in accordance with this Agreement.
2. Pledge
The Pledgor agrees to pledge his Equity Interest in the Company
to the Pledgee as security for his obligations under the Loan
Agreement. The term “Pledge” under this Agreement
refers to the right of the Pledgee to be entitled to priority in
receiving payment in the form of the Equity Interest based on
the conversion value thereof, or from the proceeds from the
auction or sale of the Equity Interest pledged by the Pledgor to
the Pledgee.
3. Rate of Pledge and Term of Pledge
3.1 The rate of the Pledge
The rate of the Pledge shall be approximately 100%.
3.2 The term of the Pledge
3.2.1 The Pledge shall take effect as of the date when the
pledge of the Equity Interest is recorded in the Register of
Shareholders of the Company and shall remain in effect until two
(2) years after the obligations under the Principal
Agreement will have been fulfilled. The parties agree that, if
situations allow, they will use their best efforts to register
the Pledge with the Administration for Industry and Commerce at
the place of registration of the Company. However, the parties
confirm that the effectiveness of this Agreement is not subject
to the registration unless the laws and regulations of the PRC
provide otherwise.
3.2.2 During the term of the Pledge, the Pledgee shall be
entitled to dispose of the pledged assets in accordance with
this Agreement in the event that the Pledgor does not perform
his obligations under the Loan Agreement.
4. Physical Possession of Documents
4.1 During the term of the Pledge under this Agreement, the
Pledgor shall deliver the physical possession of his Certificate
of Capital Contribution and the Register of Shareholders of the
Company to the Pledgee within one (1) week from the
execution date of this Agreement.
4.2 The Pledgee shall be entitled to collect the dividends
for the Equity Interest.
4.3 The Pledge under this Agreement will be recorded in the
Register of Shareholders of the Company.
5. Representation and Warranty of the Pledgor
5.1 The Pledgor is the legal owner of the Equity Interest
pledged.
5.2 Except for the benefit of the Pledgee, the Pledgor has
not pledged the Equity Interest or created other encumbrance on
the Equity Interest.
6. Covenants of the Pledgor
6.1 During the effective term of this Agreement, the
Pledgor covenants to the Pledgee for its benefit that the
Pledgor shall:
6.1.1 Not transfer or assign the Equity Interest, create or
permit the existence of any other pledges which may have an
adverse effect on the rights or benefits of the Pledgee without
prior written consent of the Pledgee;
6.1.2 Comply with laws and regulations with respect to the
pledge of rights; present to the Pledgee the notices, orders or
suggestions with respect to the Pledge issued or made by
relevant government authorities within five (5) days upon
receiving such notices, orders or suggestions; comply with such
notices, orders or suggestions or, alternatively, at the
reasonable request of the Pledgee or with consent from the
Pledgee, raise objection to such notices, orders or suggestions;
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6.1.3 Timely notify the Pledgee of any events or any
notices received which may affect the Pledgor’s right to
all or any part of the Equity Interest, and any events or any
received notices which may change the Pledgor’s warranties
and obligations under this Agreement or affect the
Pledgor’s performance of its obligations under this
Agreement.
6.2 The Pledgor agrees that the Pledgee’s right to the
Pledge obtained from this Agreement shall not be suspended or
inhibited by any legal procedure initiated by the Pledgor or any
successors of the Pledgor or any person authorized by the
Pledgor or any other person.
6.3 The Pledgor promises to the Pledgee that in order to
protect or perfect the security for the payment of the Loan, the
Pledgor shall execute in good faith and cause other parties who
have interests in the Pledge to execute, all title certificates
and contracts or to perform any other actions (and cause other
parties who have interests to take action) as required by the
Pledgee and make access to exercise the rights and authorization
vested in the Pledgee under this Agreement.
6.4 The Pledgor promises to the Pledgee that
he/she will
execute all amendment documents (if applicable and necessary) in
connection with the certificate of the Equity Interest with the
Pledgee or its designated person (being a natural person or a
legal entity) and, within a reasonable period, provide to the
Pledgee all notices, orders and decisions about the Pledge as
the Pledgee deems necessary.
6.5 The Pledgor promises to the Pledgee that
he/she will
comply with and perform all the guarantees, covenants,
warranties, representations and conditions for the benefit of
the Pledgee. The Pledgor shall compensate the Pledgee for all
losses suffered by the Pledgee because of the Pledgor’s
failure to perform in whole or in part its guarantees,
covenants, warranties, representations and conditions.
7. Event of Default
7.1 The following events shall be regarded as events of
default:
7.1.1 Pledgor fails to perform his obligations under the
Loan Agreement;
7.1.2 The Company fails to fully pay the fees on schedule
under Exclusive Technology Consulting and Services Agreement;
7.1.3 Any representation or warranty made by the Pledgor in
Article 5 hereof contains material misleading statements or
errors
and/or the
Pledgor breaches any warranty in Article 5 hereof;
7.1.4 The Pledgor breaches the covenants under
Article 6 hereof;
7.1.5 The Pledgor breaches another provision of this
Agreement;
7.1.6 The Pledgor waives the pledged Equity Interest or
transfers or assigns the pledged Equity Interest without prior
written consent from the Pledgee;
7.1.7 Any of the Pledgor’s external loans, guaranties,
compensations, undertakings or other obligations (1) is
required to be repaid or performed prior to the scheduled due
date because of a default; or (2) is due but cannot be
repaid or performed as scheduled, causing the Pledgee to believe
that the Pledgor’s ability to perform the obligations
hereunder has been affected;
7.1.8 The Company is incapable of repaying its general
debts or other debts;
7.1.9 This Agreement becomes illegal or the Pledgor is not
capable of continuing to perform the obligations hereunder due
to any reason other than force majeure;
7.1.10 There have been adverse changes to the properties
owned by the Pledgor, causing the Pledgee to believe that the
capability of the Pledgor to perform the obligations hereunder
has been affected;
7.1.11 The successor or custodian of the Company can
performance part or refuse to performance the liability of
payment under Exclusive Technology Consulting and Services
Agreement;
7.1.12 The breach of the other provisions of this Agreement
by the Pledgor due to his act or omission.
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7.2 The Pledgor shall immediately give a written notice to
the Pledgee if the Pledgor knows or discovers that any event
specified under Article 7.1 hereof or any event that may
result in the foregoing events has occurred.
7.3 Unless an event of default under Article 7.1
hereof has been solved to the Pledgee’s satisfaction, the
Pledgee, at any time when the event of default occurs or at
anytime thereafter, may give a written notice of default to the
Pledgor, requiring the Pledgor to immediately make full payment
of the outstanding amount under the Loan Agreement or requesting
to exercise the Pledge in accordance with Article 8 hereof.
8. Exercise of the Pledge
8.1 The Pledgor shall not transfer or assign the Equity
Interest without prior written approval from the Pledgee prior
to the full performance of his obligations under the Loan
Agreement.
8.2 The Pledgee shall give a notice of default to the
Pledgor when the Pledgee exercises the Pledge.
8.3 Subject to Article 7.3, the Pledgee may exercise
the Pledge when the Pledgee gives a notice of default in
accordance with Article 7.3 or at anytime thereafter.
8.4 The Pledgee is entitled to priority in receiving
payment in the form of all or part of the Equity Interest based
on the conversion value thereof, or from the proceeds from the
auction or sale of all or part of the Equity Interest in
accordance with legal procedure, until the outstanding debt and
all other payables of the Pledgor under Loan Agreement are
repaid.
8.5 The Pledgor shall not hinder the Pledgee from
exercising the Pledge in accordance with this Agreement and
shall give necessary assistance so that the Pledgee could fully
exercise its Pledge.
9. Assignment
9.1 The Pledgor shall not assign or transfer its rights and
obligations hereunder without prior consent from the Pledgee.
9.2 This Agreement shall be binding upon the Pledgor and
his successors and be binding on the Pledgee and each of its
successors and permitted assigns.
9.3 To the extent permitted by law, the Pledgee may
transfer or assign any or all of its rights and obligations
under the Loan Agreement to any person (natural person or legal
entity) designated by it at any time. In that case, the assignee
shall have the same rights and obligations as those of the
Pledgee as if the assignee was an original party hereto. When
the Pledgee transfers or assigns the rights and obligations
under the Loan Agreement, it is only required to provide a
written notice to the Pledgor, and at the request of the
Pledgee, the Pledgor shall execute the relevant agreements
and/or
documents with respect to such transfer or assignment.
9.4 After the Pledgee has been changed as a result of a
transfer or an assignment, the new parties to the Pledge shall
execute a new pledge contract.
10. Effectiveness and Term
This Agreement is effective as of the date first set forth above
and from the date when the pledge is recorded on the
Company’s Register of Shareholders.
11. Termination
This Agreement shall terminate when the loan under the Loan
Agreement has been fully repaid and the Pledgor no longer has
any outstanding obligations under the Loan Agreement.
Thereafter, the Pledgee shall cancel or terminate this Agreement
as soon as reasonably practicable.
12. Fees and Other Charges
12.1 The Pledgor shall be responsible for all of the fees
and actual expenses in relation to this Agreement including, but
not limited to, legal fees, production costs, stamp tax and any
other taxes and charges. If the Pledgee pays the relevant taxes
in accordance with the laws, the Pledgor shall fully indemnify
the Pledgee for such taxes paid by the Pledgee.
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12.2 In the event that the Pledgee has to make a claim
against the Pledgor by any means as a result of the
Pledgor’s failure to pay any tax or expense payable by the
Pledgor under this Agreement, the Pledgor shall be responsible
for all the expenses arising from such claim (including but not
limited to any taxes, handling fees, management fees, litigation
fees, attorney’s fees, and various insurance premiums in
connection with the disposition of the Pledge).
13. Force Majeure
13.1 Force Majeure, which includes but is not limited to
acts of governments, acts of nature, fires, explosions,
typhoons, floods, earthquake, tides, lightning or war, refers to
any unforeseen event that is beyond a party’s reasonable
control and cannot be prevented with reasonable care. However,
any insufficiency of creditworthiness, capital or financing
shall not be regarded as an event beyond a party’s
reasonable control. The affected party by Force Majeure shall
promptly notify the other party of such event resulting in
exemption.
13.2 In the event that the affected party is delayed or
prevented from performing its obligations under this Agreement
by Force Majeure, and only to the extent of such delay and
prevention, the affected party shall not be liable for
obligations under this Agreement. The affected party shall take
appropriate measures to minimize or remove the effects of Force
Majeure and attempt to resume performance of the obligations
that were delayed or prevented by the event of Force Majeure.
After the event of Force Majeure is removed, both parties agree
to resume the performance of this Agreement using their best
efforts.
14. Confidentiality
The parties to this Agreement acknowledge and confirm that all
the oral and written materials exchanged relating to this
Agreement are confidential. Each party must keep such materials
confidential and can not disclose such materials to any other
third party without the other party’s prior written
approval, unless: (a) the public knows or will know the
materials (not due of the disclosure by the receiving party);
(b) the disclosed materials are required by law or stock
exchange rules to be disclosed; or (c) materials relating
to the transactions under this Agreement are disclosed to the
parties’ legal or financial advisors, who must keep them
confidential as well. Disclosure of the confidential information
by employees or institutions hired by the parties is deemed as
an act by the parties, therefore, subjecting them to liability.
15. Dispute Resolution
15.1 This Agreement shall be governed by and construed in
accordance with PRC law.
15.2 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, each party can submit such matter to the
China International Economic and Trade Arbitration Commission
(“CIETAC”) for arbitration. The arbitration shall
follow the current rules of CIETAC, the arbitration proceedings
shall be conducted in Chinese and shall take place in Beijing,
PRC. The arbitration award shall be final and binding upon the
parties.
16. Notice
Any notice which is given by the parties hereto for the purpose
of performing the rights and obligations hereunder shall be in
writing. Where such notice is delivered personally, the time of
notice is the time when such notice actually reaches the
addressee; where such notice is transmitted by telex or
facsimile, the notice time is the time when such notice is
transmitted. If such notice does not reach the addressee on a
business day or reaches the addressee after business hours, the
next business day following such day is the date of notice. The
delivery place is the address first written above for each of
the parties hereto or the address advised by such party in
writing, including facsimile and telex, from time to time.
17. Entire Contract
Notwithstanding Article 10, the parties agree that this
Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matters herein upon its
effectiveness and supersedes and replaces all prior oral
and/or
written agreements and understandings relating to the subject
matters of this Agreement.
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18. Severability
Should any provision of this Agreement be held invalid or
unenforceable because of inconsistency with applicable laws,
such provision shall be invalid or unenforceable only to the
extent of such applicable laws without affecting the validity or
enforceability of the remainder of this Agreement.
19. Appendices
The appendices to this Agreement shall constitute an integral
part of this Agreement.
20. Amendment or Supplement
20.1 The parties may amend or supplement this Agreement by
written agreement. The amendments or supplements to this
Agreement duly executed by both parties shall form an integral
part of this Agreement and shall have the same legal effect as
this Agreement.
20.2 This Agreement and any amendments, modifications,
supplements, additions or changes hereto shall be in writing and
shall be effective upon being executed and sealed by the parties
hereto.
21. Counterparts
This Agreement is executed in Chinese in duplicate, with each
party hereto holding one copy. Both originals have the same
legal effect.
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[Signature Page]
Pledgee: Baidu Online Network Technology (Beijing)
Co., Ltd.
Legal Representative/Authorized
Representative:
Seal: [Baidu Online Network Technology (Beijing) Co., Ltd. seal]
Pledgor: Xxxxxx Xxx
|
Signature:
|
/s/ Xxxxxx
Xxx |
Beijing Perusal Technology Co., Ltd.
Legal Representative/Authorized
Representative:
Seal: [Beijing Perusal Technology Co., Ltd. seal]
7
Exhibit 4.29
This Equity Pledge Agreement (this “Agreement”) is
entered into in Beijing, PRC on June 19, 2006 by the
following parties:
|
Pledgee:
|
||
|
Party A:
|
Baidu Online Network Technology (Beijing) Co., Ltd. | |
| Legal Address: 12/F., Ideal International Plaza, No. 58 North-West 4th Ring, Haidian District, Beijing, PRC, 100080 | ||
|
Pledgor:
|
||
|
Party B:
|
Yazhu Zhang | |
| ID card No.: 140102196607194865 | ||
| Legal Address: Xx. 000, Xxxxxxxx X, Xxxxxxxxxxxxxxxxxxxx Xxxxx front, Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx, 000000 |
WHEREAS,
1. Party A (the “Pledgee”), a wholly
foreign-owned enterprise registered in Beijing, the
People’s Republic of China (the “PRC”), has been
licensed by the relevant PRC government authorities to carry on
the business of developing and manufacturing computer programs,
providing technical consulting and services for self-made
products, constructing computer network systems, selling
self-made products (except for items that have not obtained
specified approvals).
2. Party B (the “Pledgor”), is a citizen of the
PRC. The Pledgor owns 20% of the equity interest in
Beijing Perusal Technology Co., Ltd., a limited liability
company registered in Beijing, PRC (the “Company”).
3. Party A made a loan in an amount of RMB 200,000
(hereinafter the “Loan”) to Party B and the parties
executed a loan agreement (the “Loan Agreement”) on
June 23, 2006. The term of the Loan is 10 years
commencing from the execution date of the Loan Agreement. Party
A and the Company signed an Exclusive Technology Consulting and
Service Agreement (the “Technology Agreement”) on
June 23, 2006, which has a term of ten (10) years.
Pursuant to the Technology Agreement, the Company shall pay
Party A consulting and services fees (the “Fees”) for
the technology consulting and services provided by Party A.
4. In order to ensure that Party B will perform its
obligations under the Loan Agreement, the Pledgor agrees to
pledge all her equity interest in the Company as security for
the performance of her obligations under the Loan Agreement.
NOW THEREFORE, the Pledgee and the Pledgor through
friendly negotiations hereby enter into this Agreement based
upon the following terms:
1. Definitions and Interpretation
Unless otherwise provided in this Agreement, the following terms
shall have the following meanings:
1.1 “Pledge”: refers to the full content of
Article 2 hereunder.
1.2 “Equity Interest”: refers to all of the
equity interest in the Company legally held by the Pledgor.
1.3 “Rate of Pledge”: refers to the ratio between
the value of the Pledge under this Agreement and the total
amount of the Loan.
1.4 “Term of Pledge”: refers to the period
provided for under Article 3.2 hereunder.
1.5 “Principal Agreement”: refers to the Loan
Agreement.
1.6 “Event of Default”: refers to any event
listed in Article 7.1 hereunder.
1.7 “Notice of Default”: refers to the notice of
default issued by the Pledgee in accordance with this Agreement.
2. Pledge
The Pledgor agrees to pledge her Equity Interest in the Company
to the Pledgee as security for her obligations under the Loan
Agreement. The term “Pledge” under this Agreement
refers to the right of the Pledgee to be entitled to priority in
receiving payment in the form of the Equity Interest based on
the conversion value thereof, or from the proceeds from the
auction or sale of the Equity Interest pledged by the Pledgor to
the Pledgee.
3. Rate of Pledge and Term of Pledge
3.1 The rate of the Pledge
The rate of the Pledge shall be approximately 100%.
3.2 The term of the Pledge
3.2.1 The Pledge shall take effect as of the date when the
pledge of the Equity Interest is recorded in the Register of
Shareholders of the Company and shall remain in effect until two
(2) years after the obligations under the Principal
Agreement will have been fulfilled. The parties agree that, if
situations allow, they will use their best efforts to register
the Pledge with the Administration for Industry and Commerce at
the place of registration of the Company. However, the parties
confirm that the effectiveness of this Agreement is not subject
to the registration unless the laws and regulations of the PRC
provide otherwise.
3.2.2 During the term of the Pledge, the Pledgee shall be
entitled to dispose of the pledged assets in accordance with
this Agreement in the event that the Pledgor does not perform
her obligations under the Loan Agreement.
4. Physical Possession of Documents
4.1 During the term of the Pledge under this Agreement, the
Pledgor shall deliver the physical possession of her Certificate
of Capital Contribution and the Register of Shareholders of the
Company to the Pledgee within one (1) week from the
execution date of this Agreement.
4.2 The Pledgee shall be entitled to collect the dividends
for the Equity Interest.
4.3 The Pledge under this Agreement will be recorded in the
Register of Shareholders of the Company.
5. Representation and Warranty of the Pledgor
5.1 The Pledgor is the legal owner of the Equity Interest
pledged.
5.2 Except for the benefit of the Pledgee, the Pledgor has
not pledged the Equity Interest or created other encumbrance on
the Equity Interest.
6. Covenants of the Pledgor
6.1 During the effective term of this Agreement, the
Pledgor covenants to the Pledgee for its benefit that the
Pledgor shall:
6.1.1 Not transfer or assign the Equity Interest, create or
permit the existence of any other pledges which may have an
adverse effect on the rights or benefits of the Pledgee without
prior written consent of the Pledgee;
6.1.2 Comply with laws and regulations with respect to the
pledge of rights; present to the Pledgee the notices, orders or
suggestions with respect to the Pledge issued or made by
relevant government authorities within five (5) days upon
receiving such notices, orders or suggestions; comply with such
notices, orders or suggestions or, alternatively, at the
reasonable request of the Pledgee or with consent from the
Pledgee, raise objection to such notices, orders or suggestions;
2
6.1.3 Timely notify the Pledgee of any events or any
notices received which may affect the Pledgor’s right to
all or any part of the Equity Interest, and any events or any
received notices which may change the Pledgor’s warranties
and obligations under this Agreement or affect the
Pledgor’s performance of its obligations under this
Agreement.
6.2 The Pledgor agrees that the Pledgee’s right to the
Pledge obtained from this Agreement shall not be suspended or
inhibited by any legal procedure initiated by the Pledgor or any
successors of the Pledgor or any person authorized by the
Pledgor or any other person.
6.3 The Pledgor promises to the Pledgee that in order to
protect or perfect the security for the payment of the Loan, the
Pledgor shall execute in good faith and cause other parties who
have interests in the Pledge to execute, all title certificates
and contracts or to perform any other actions (and cause other
parties who have interests to take action) as required by the
Pledgee and make access to exercise the rights and authorization
vested in the Pledgee under this Agreement.
6.4 The Pledgor promises to the Pledgee that
he/she will
execute all amendment documents (if applicable and necessary) in
connection with the certificate of the Equity Interest with the
Pledgee or its designated person (being a natural person or a
legal entity) and, within a reasonable period, provide to the
Pledgee all notices, orders and decisions about the Pledge as
the Pledgee deems necessary.
6.5 The Pledgor promises to the Pledgee that
he/she will
comply with and perform all the guarantees, covenants,
warranties, representations and conditions for the benefit of
the Pledgee. The Pledgor shall compensate the Pledgee for all
losses suffered by the Pledgee because of the Pledgor’s
failure to perform in whole or in part its guarantees,
covenants, warranties, representations and conditions.
7. Event of Default
7.1 The following events shall be regarded as events of
default:
7.1.1 Pledgor fails to perform her obligations under the
Loan Agreement;
7.1.2 The Company fails to fully pay the fees on schedule
under Exclusive Technology Consulting and Services Agreement;
7.1.3 Any representation or warranty made by the Pledgor in
Article 5 hereof contains material misleading statements or
errors
and/or the
Pledgor breaches any warranty in Article 5 hereof;
7.1.4 The Pledgor breaches the covenants under
Article 6 hereof;
7.1.5 The Pledgor breaches another provision of this
Agreement;
7.1.6 The Pledgor waives the pledged Equity Interest or
transfers or assigns the pledged Equity Interest without prior
written consent from the Pledgee;
7.1.7 Any of the Pledgor’s external loans, guaranties,
compensations, undertakings or other obligations (1) is
required to be repaid or performed prior to the scheduled due
date because of a default; or (2) is due but cannot be
repaid or performed as scheduled, causing the Pledgee to believe
that the Pledgor’s ability to perform the obligations
hereunder has been affected;
7.1.8 The Company is incapable of repaying its general
debts or other debts;
7.1.9 This Agreement becomes illegal or the Pledgor is not
capable of continuing to perform the obligations hereunder due
to any reason other than force majeure;
7.1.10 There have been adverse changes to the properties
owned by the Pledgor, causing the Pledgee to believe that the
capability of the Pledgor to perform the obligations hereunder
has been affected;
7.1.11 The successor or custodian of the Company can
performance part or refuse to performance the liability of
payment under Exclusive Technology Consulting and Services
Agreement;
7.1.12 The breach of the other provisions of this Agreement
by the Pledgor due to her act or omission.
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7.2 The Pledgor shall immediately give a written notice to
the Pledgee if the Pledgor knows or discovers that any event
specified under Article 7.1 hereof or any event that may
result in the foregoing events has occurred.
7.3 Unless an event of default under Article 7.1
hereof has been solved to the Pledgee’s satisfaction, the
Pledgee, at any time when the event of default occurs or at
anytime thereafter, may give a written notice of default to the
Pledgor, requiring the Pledgor to immediately make full payment
of the outstanding amount under the Loan Agreement or requesting
to exercise the Pledge in accordance with Article 8 hereof.
8. Exercise of the Pledge
8.1 The Pledgor shall not transfer or assign the Equity
Interest without prior written approval from the Pledgee prior
to the full performance of her obligations under the Loan
Agreement.
8.2 The Pledgee shall give a notice of default to the
Pledgor when the Pledgee exercises the Pledge.
8.3 Subject to Article 7.3, the Pledgee may exercise
the Pledge when the Pledgee gives a notice of default in
accordance with Article 7.3 or at anytime thereafter.
8.4 The Pledgee is entitled to priority in receiving
payment in the form of all or part of the Equity Interest based
on the conversion value thereof, or from the proceeds from the
auction or sale of all or part of the Equity Interest in
accordance with legal procedure, until the outstanding debt and
all other payables of the Pledgor under Loan Agreement are
repaid.
8.5 The Pledgor shall not hinder the Pledgee from
exercising the Pledge in accordance with this Agreement and
shall give necessary assistance so that the Pledgee could fully
exercise its Pledge.
9. Assignment
9.1 The Pledgor shall not assign or transfer its rights and
obligations hereunder without prior consent from the Pledgee.
9.2 This Agreement shall be binding upon the Pledgor and
her successors and be binding on the Pledgee and each of its
successors and permitted assigns.
9.3 To the extent permitted by law, the Pledgee may
transfer or assign any or all of its rights and obligations
under the Loan Agreement to any person (natural person or legal
entity) designated by it at any time. In that case, the assignee
shall have the same rights and obligations as those of the
Pledgee as if the assignee was an original party hereto. When
the Pledgee transfers or assigns the rights and obligations
under the Loan Agreement, it is only required to provide a
written notice to the Pledgor, and at the request of the
Pledgee, the Pledgor shall execute the relevant agreements
and/or
documents with respect to such transfer or assignment.
9.4 After the Pledgee has been changed as a result of a
transfer or an assignment, the new parties to the Pledge shall
execute a new pledge contract.
10. Effectiveness and Term
This Agreement is effective as of the date first set forth above
and from the date when the pledge is recorded on the
Company’s Register of Shareholders.
11. Termination
This Agreement shall terminate when the loan under the Loan
Agreement has been fully repaid and the Pledgor no longer has
any outstanding obligations under the Loan Agreement.
Thereafter, the Pledgee shall cancel or terminate this Agreement
as soon as reasonably practicable.
12. Fees and Other Charges
12.1 The Pledgor shall be responsible for all of the fees
and actual expenses in relation to this Agreement including, but
not limited to, legal fees, production costs, stamp tax and any
other taxes and charges. If the Pledgee pays the relevant taxes
in accordance with the laws, the Pledgor shall fully indemnify
the Pledgee for such taxes paid by the Pledgee.
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12.2 In the event that the Pledgee has to make a claim
against the Pledgor by any means as a result of the
Pledgor’s failure to pay any tax or expense payable by the
Pledgor under this Agreement, the Pledgor shall be responsible
for all the expenses arising from such claim (including but not
limited to any taxes, handling fees, management fees, litigation
fees, attorney’s fees, and various insurance premiums in
connection with the disposition of the Pledge).
13. Force Majeure
13.1 Force Majeure, which includes but is not limited to
acts of governments, acts of nature, fires, explosions,
typhoons, floods, earthquake, tides, lightning or war, refers to
any unforeseen event that is beyond a party’s reasonable
control and cannot be prevented with reasonable care. However,
any insufficiency of creditworthiness, capital or financing
shall not be regarded as an event beyond a party’s
reasonable control. The affected party by Force Majeure shall
promptly notify the other party of such event resulting in
exemption.
13.2 In the event that the affected party is delayed or
prevented from performing its obligations under this Agreement
by Force Majeure, and only to the extent of such delay and
prevention, the affected party shall not be liable for
obligations under this Agreement. The affected party shall take
appropriate measures to minimize or remove the effects of Force
Majeure and attempt to resume performance of the obligations
that were delayed or prevented by the event of Force Majeure.
After the event of Force Majeure is removed, both parties agree
to resume the performance of this Agreement using their best
efforts.
14. Confidentiality
The parties to this Agreement acknowledge and confirm that all
the oral and written materials exchanged relating to this
Agreement are confidential. Each party must keep such materials
confidential and can not disclose such materials to any other
third party without the other party’s prior written
approval, unless: (a) the public knows or will know the
materials (not due of the disclosure by the receiving party);
(b) the disclosed materials are required by law or stock
exchange rules to be disclosed; or (c) materials relating
to the transactions under this Agreement are disclosed to the
parties’ legal or financial advisors, who must keep them
confidential as well. Disclosure of the confidential information
by employees or institutions hired by the parties is deemed as
an act by the parties, therefore, subjecting them to liability.
15. Dispute Resolution
15.1 This Agreement shall be governed by and construed in
accordance with PRC law.
15.2 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, each party can submit such matter to the
China International Economic and Trade Arbitration Commission
(“CIETAC”) for arbitration. The arbitration shall
follow the current rules of CIETAC, the arbitration proceedings
shall be conducted in Chinese and shall take place in Beijing,
PRC. The arbitration award shall be final and binding upon the
parties.
16. Notice
Any notice which is given by the parties hereto for the purpose
of performing the rights and obligations hereunder shall be in
writing. Where such notice is delivered personally, the time of
notice is the time when such notice actually reaches the
addressee; where such notice is transmitted by telex or
facsimile, the notice time is the time when such notice is
transmitted. If such notice does not reach the addressee on a
business day or reaches the addressee after business hours, the
next business day following such day is the date of notice. The
delivery place is the address first written above for each of
the parties hereto or the address advised by such party in
writing, including facsimile and telex, from time to time.
17. Entire Contract
Notwithstanding Article 10, the parties agree that this
Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matters herein upon its
effectiveness and supersedes and replaces all prior oral
and/or
written agreements and understandings relating to the subject
matters of this Agreement.
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18. Severability
Should any provision of this Agreement be held invalid or
unenforceable because of inconsistency with applicable laws,
such provision shall be invalid or unenforceable only to the
extent of such applicable laws without affecting the validity or
enforceability of the remainder of this Agreement.
19. Appendices
The appendices to this Agreement shall constitute an integral
part of this Agreement.
20. Amendment or Supplement
20.1 The parties may amend or supplement this Agreement by
written agreement. The amendments or supplements to this
Agreement duly executed by both parties shall form an integral
part of this Agreement and shall have the same legal effect as
this Agreement.
20.2 This Agreement and any amendments, modifications,
supplements, additions or changes hereto shall be in writing and
shall be effective upon being executed and sealed by the parties
hereto.
21. Counterparts
This Agreement is executed in Chinese in duplicate, with each
party hereto holding one copy. Both originals have the same
legal effect.
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[Signature Page]
Pledgee: Baidu Online Network Technology (Beijing)
Co., Ltd.
Legal Representative/Authorized
Representative:
Seal: [Baidu Online Network Technology (Beijing) Co., Ltd. seal]
Pledgor: Yazhu Zhang
|
Signature:
|
/s/ Yazhu
Zhang |
Beijing Perusal Technology Co., Ltd.
Legal Representative/Authorized
Representative:
Seal: [Beijing Perusal Technology Co., Ltd. seal]
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