股权质押协议CF.docx

细心整理
 
Equity Pledge Agreement
 
of 【●】
 
by and among
 
【●】】
【●】
 
and
 
【●】 
December 31, 2010
 
e have been fully entrusted by Pledgors to exercise on their behalf all the voting rights Pledgors enjoy as shareholders of the Company;
 
(5)          Pursuant to the Exclusive Technical Consulting and Service Agreement dated December 31, 2010 by and between Pledgee and the Company (the “Service Agreement”), Pledgee has been engaged by the Company exclusively to provide the Company with relevant technical license and technical support services, for which the Company will pay Pledgee corresponding license and services fees; and
细心整理
 
(6)          as a collateral security for the performance of the Contractual Obligations (defined below) by Pledgors and the Company and for the discharge of the Secured Liabilities (defined below), Pledgors agree to pledge all the Company Equity held by Pledgors to Pledgee and give Pledgee a first priority right of compensation.
 
NOW, THEREFORE, the Parties have agreed as follows upon friendly consultation:
 
ARTICLE ONE    DEFINITION
 
                                         Unless otherwise interpreted pursuant to the terms or context herein, each of the terms used herein shall have the meaning ascribed to it below:
 
“Collateral” shall mean all the Company Equity which Pledgors legally hold as of the date hereof and will pledge to Pledgee pursuant to this Agreement as a collateral security for the performance of the Contractual Obligations by Pledgors and the Company (the specific equity interests of each Pledgor to be so pledged are set forth in Exhibit 1 thereto), as well as additional capital contributions made and dividends distributed pursuant to Sections and hereof.
 
“Contractual Obligations” shall mean all contractual obligations of Pledgors under the Equity Option Agreement, the Voting Right Entrust Agreement, the Loan Agreement, and this Agreement as well as all contractual ob