Equity Pledge Agreement
Category: Stock
Equity Pledge Agreement
THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is made by the parties below (“the Parties”) in Shanghai, China on January 16, 2006:
***
(Shareholder A, Shareholder B, Shareholder C, Shareholder D and Shareholder E, including their respective successors and legal assigns, are hereinafter collectively referred to as “Pledgors”.)
WHEREAS:
Shareholder A, Shareholder B, Shareholder C, Shareholder D and Shareholder E hold the 49.5%, 18%, 13.5%, 10% and 9% equities of Shanghai Company respectively;
CGEN Digital provides technical support, technical consultancy, customer service and other related services for Shanghai Company; In order to ensure that CGEN Digital receives the fee under the Exclusive Technical Consulting and Service Agreement signed on January 16, 2006 (“Service Fee”) from Shanghai Company whose equities are held by Pledgors, Pledgors agree to, the extent being permitted by Chinese laws and regulations, pledge all their equities in Shanghai Company with respect to all the liabilities of Shanghai Company owing to CGEN Digital under the Service Agreement.
For the purpose of performing the terms under the Service Agreement, the Parties hereto hereby agree as follows:
1. Definitions
Except as otherwise provided for herein, the following terms shall have the following meanings:
1.1 Right of Pledge: means all the contents as set forth in Article 2 below.
1.2 Equity: means the equities of Shanghai Company lawfully held by Pledgors.
1.3 Pledged Properties: means the equity pledged by Pledgors to CGEN Digital according to this Agreement as well as the bonus arising from such equity.
1.4 Guaranteed Liabilities: means all the liabilities of Shanghai Company owing to CGEN Digital under the Service Agreement, including the service fee, interest, liquidated damages, compensation, expenses from realization of claims, losses caused to CGEN Digital by Shanghai Company’s default and all other expenses payable by Shanghai Company to CGEN Digital.
1.5 Term of Pledge: means the period as set forth in Article 4.1 below.
1.6 Service Agreement: means the Exclusive Technical Consulting and Service Agreement signed by Shanghai Company whose equity is held by Pledgors and CGEN Digital on January 16, 2006.
1.7 Event of Default: means any event as set forth in Article 9 below.
1.8 Notice of Default: means any notice indicating an event of default given by CGEN Digital according to this Agreement.
2. Right of Pledge
2.1 The Parties agree that subject to the terms of this Agreement, Pledgors undertake to, to the extent being permitted by Chinese laws, pledge all their equities in Shanghai Company to CGEN Digital as a guarantee for Shanghai Company to perform the guaranteed liabilities. Right of pledge means CGEN Digital’s right to convert into money, auction or sell the equity pledged by Pledgors to CGEN Digital and be first compensated with the proceeds from such disposal, effect of right of pledge and the bonus arising from equity within the term of this Agreement. This undertaking is irrevocable within the term of this Agreement.
===
Click here for the complete Equity Pledge Agreement