onecle

Business Contracts

Consumer Forms

Projects

Friends

Loading

printer-friendly

Sample Business Contracts

Popular Free Forms

Sponsored Links

                             SHARE PLEDGE AGREEMENT

       This Share Pledge Agreement (this "Agreement") is executed by and among
the following parties on December 30, 2003.

PLEDGOR A:  Tianqiao Chen
ID NUMBER:  310110730516681
ADDRESS:  1635 S. Pudong Road 29-203, Pudong, Shanghai

PLEDGOR B:  Danian Chen
ID NUMBER:  310115197805162096
ADDRESS:  149 Pudian Road 29-203, Pudong, Shanghai

PLEDGEE:  Shengqu Information Technology (Shanghai) Co., Ltd.
REGISTERED ADDRESS: 351 Guoshoujing Road 638-7 Bldg 2, Zhangjiang Hi-Tech Park,
Shanghai

       Unless otherwise provided hereunder, Pledgor A and Pledgor B shall
hereinafter be referred to collectively as the "Pledgors".

WHEREAS:

1.     Tianqiao Chen, Pledgor A, and Danian Chen, Pledgor B, are both citizens
       of the People's Republic of China (the "PRC"), and each holds 70% and 30%
       interests in Shanghai Shanda Networking Co., Ltd. ("Shanda Networking"),
       respectively. Shanda Networking is a company registered in Shanghai, PRC,
       engaged in the business of online gaming operation.

2.     Pledgee is a limited liability company registered in Shanghai, PRC, with
       approvals from the relevant PRC authorities to engage in the business of,
       among others, internet technology consulting and technology services.
       Shanda Networking and Pledgee have entered into the agreements listed in
       Appendix 1 hereto (collectively, the "Service Agreements").

3.     To secure the fees payable under the Service Agreements (the "Service
       Fee") from Shanda Networking to Pledgee, Pledgors hereby pledge their
       respective interests in Shanda Networking to Pledgee.

       Pursuant to the provisions of the Service Agreements, Pledgors and
       Pledgee have agreed to enter into this Agreement according to the
       following terms and conditions.



                                       1
<PAGE>


1.     DEFINITIONS

       Unless otherwise provided herein, the terms below shall have the
following meanings:

1.1    PLEDGE RIGHTS means the rights set forth in Article 2 of this Agreement.

1.2    SHARE EQUITY means the equity interest held by Pledgors in Shanda
       Networking.

1.3    PLEDGED PROPERTY means the share interest and the dividends deriving
       therefrom pledged by Pledgors to Pledgee under this Agreement.

1.4    SECURED INDEBTEDNESS means all the amounts payable by Shanda Networking
       to Pledgee under the Service Agreements, including the Service Fee and
       interests accrued thereon, liquidated damages, compensations, costs and
       expenses incurred by Pledgee in connection with collection of such fees,
       interest, damages and compensations, and losses incurred to Pledgee as a
       result of any default by Shanda Networking and other expenses payable
       under the Service Agreements.

1.5    TERM OF PLEDGE means the term stated in Section 4.1 of this Agreement.

1.6    SERVICE AGREEMENTS means all the agreements entered into by Shanda
       Networking and Pledgee as set forth in Appendix 1 hereto.

1.7    EVENT OF DEFAULT means any event set forth in Article 9 of this
       Agreement.

1.8    NOTICE OF DEFAULT means the notice issued by Pledgee in accordance with
       this Agreement declaring an Event of Default.

2.     PLEDGE RIGHTS

2.1    Pledgors hereby pledge to Pledgee all of their Share Equity in Shanda
       Networking to secure the Secured Indebtedness of Shanda Networking.
       Pledge Rights shall mean Pledgee's priority right in receiving
       compensation from the sale or auction proceeds of the Pledged Property
       (including the dividends generated by the Share Equity during the term of
       this Agreement).

3.     SCOPE OF PLEDGE SECURITY

3.1    The scope of pledge security hereunder shall cover all of the Secured
       Indebtedness, including all the Service Fee and interest accrued thereon,
       liquidated damages, compensation, costs and expenses incurred by Pledgee
       to collect such fee, interests, damages and compensation, and losses
       incurred to Pledgee as a result of any default by Shanda Networking and
       all other expenses payable under the Service Agreements.

                                       2
<PAGE>

4.     TERM OF PLEDGE AND REGISTRATION

4.1    This Agreement shall become effective on the date when the Pledge
       hereunder is registered in the Shareholders' List of Shanda Networking.
       The term of the Pledge shall be same as the term of the Strategy
       Consulting Services Agreement (should the term of the Strategy Consulting
       Services Agreement be extended, the term of the Pledge shall be extended
       accordingly). Pledgors shall cause Shanda Networking to register the
       Pledge hereunder in its Shareholders' List within three (3) days after
       this Agreement is executed.

4.2    In the event that any change of the matters registered in Shanda
       Networking's Shareholders' List is required as a result of change of any
       matters relating to the Pledge, Pledgors and Pledgee shall cause the
       matters registered in Shanda Networking's Shareholders' List be changed
       accordingly within fifteen (15) days after such change takes place.

5.     CUSTODY OF CERTIFICATES

       Pledgors shall deliver to Pledgee the capital contribution certificates
       with respect to their interest in Shanda Networking and Shanda
       Networking's Shareholders' List within seven (7) days after this
       Agreement is executed.

6.     REPRESENTATIONS AND WARRANTIES OF PLEDGORS

6.1    Pledgors are the legal owners of the Share Equity.

6.2    Pledgors fully understand the contents of the Service Agreements and have
       entered into this Agreement voluntarily. The signatories signing this
       Agreement on behalf of Pledgors have the rights and authorizations to do
       so.

6.3    All documents, materials and certificates provided by Pledgors to Pledgee
       hereunder are correct, true, complete and valid.

6.4    When Pledgee exercises its right hereunder in accordance with this
       Agreement, there shall be no intervention from any other parties.

6.5    Pledgee shall have the right to dispose of and transfer the Pledge Rights
       in accordance with the provisions hereof.

6.6    Pledgors have not created any pledge over the Share Equity other than the
       Pledge created hereunder.

                                       3
<PAGE>

7.     COVENANTS OF PLEDGORS

7.1    For the benefit of Pledgee, Pledgors hereby make the following covenants,
       during the term of this Agreement:

       7.1.1  without the prior written consent of Pledgee, Pledgors shall not
              transfer the Share Equity, or create or consent to any creation of
              any pledge over, the Share Equity that may affect Pledgee's rights
              and interests hereunder, or cause the shareholders' meetings of
              Shanda Networking to adopt any resolution on sale, transfer,
              pledge or in other manner disposal of the Share Equity or
              approving the creation of any other security interest on the Share
              Equity, provided that the Share Equity may be transferred to
              Pledgee or any party designated by Pledgee according to Purchase
              Option and Cooperation Agreement dated December 30, 2003 among
              Pledgee, Pledgors and Shanda Networking and Pledgors may transfer
              the Share Equity to each other to the extent such transfer will
              not effect Pledgee's interest (the transferring Pledgor shall
              deliver a prior notice to Pledgee before making the transfer).

       7.1.2  Pledgors shall comply with all laws and regulations applicable to
              the Pledge. Within five (5) days of receipt of any notice, order
              or recommendation issued or promulgated by competent government
              authorities relating to the Pledge, Pledgors shall deliver such
              notice, order or recommendation to Pledgee, and shall comply with
              the same, or make objections or statements with respect to the
              same upon Pledgee's reasonable request or with Pledgee's consent.

       7.1.3  Pledgors shall promptly notify Pledgee of any event or notice
              received by Pledgors that may have a material effect on Pledgee's
              rights in the Pledged Property or any portion thereof, as well as
              promptly notify Pledgee of any change to any warranty or
              obligation of Pledgors hereunder, or any event or notice received
              by Pledgors that may have a material effect to any warranty or
              obligation of the Pledgors hereunder.

7.2    Pledgors warrant that Pledgee's exercise of the Pledge Rights as a
       pledgee pursuant to this Agreement shall not be interrupted or impaired
       by Pledgors or any successors or representatives of Pledgors or any other
       parties through any legal proceedings.

7.3    Pledgors hereby warrant to Pledgee that, to protect or perfect the
       security interest created by this Agreement to secure the Secured
       Indebtedness, Pledgors will execute in good faith, and cause other
       parties who have an interest in the Pledge Rights to execute, all
       certificates of rights and instruments as requested by Pledgee, and/or
       take any action, and cause other parties who have an interest in the
       Pledge Rights to take any action, as requested by Pledgee, and facilitate
       the exercise by Pledgee of its rights and authority provided hereunder,
       and execute all amendment documents relating to certificates of Share
       Equity with Pledgee or its designated person(s) (natural persons/


                                       4
<PAGE>

       legal persons), and shall provide Pledgee, within a reasonable period of
       time, with all notices, orders and decisions regarding the Pledge Rights
       requested by Pledgee.

7.4    Pledgors hereby warrant to Pledgee that, for Pledgee's benefit, Pledgors
       shall comply with all warranties, covenants, agreements, representations
       and conditions provided hereunder. In the event that Pledgors fail to
       comply with or perform any warranties, covenants, agreements,
       representations and conditions, Pledgors shall indemnify Pledgee for all
       of its losses resulting therefrom.

8.     EVENTS OF DEFAULT

8.1    Each of the following events shall constitute an Event of Default:

       8.1.1  Shanda Networking fails to pay in full any Secured Indebtedness on
              time;

       8.1.2  Any representation or warranty made by Pledgors under Article 6 of
              this Agreement is misleading or untrue, or Pledgors have violated
              any of the warranties in Article 6 of this Agreement;

       8.1.3  Pledgors breach any of the covenants in Article 7 of this
              Agreement;

       8.1.4  Pledgors breach any other provisions of this Agreement;

       8.1.5  Pledgors give up all or any part of the Pledged Property, or
              transfer all or any part of the Pledged Property without the
              written consent of Pledgee (except the transfers permitted
              hereunder);

       8.1.6  Any of Pledgors' loans, guarantees, indemnification, commitment or
              other indebtedness to any third party (1) have been subject to a
              demand of early repayment due to an event of default; or (2) have
              become due but failed to be repaid in a timely manner, thus
              leading Pledgee to believe that Pledgors' ability to perform their
              obligations under this Agreement has been impaired;

       8.1.7  Pledgors are unable to repay any other material debts;

       8.1.8  Any applicable laws have rendered this Agreement illegal or made
              it impossible for Pledgors to continue to perform their
              obligations hereunder;

       8.1.9  All approvals, licenses, permits or authorizations from government
              agencies that make this Agreement enforceable, legal and effective
              have been withdrawn, terminated, invalidated or substantively
              revised;

                                       5
<PAGE>

       8.1.10 Any adverse change has taken place to any properties owned by
              Pledgors, which leads Pledgee to believe that Pledgors' ability to
              perform their obligations under this Agreement has been affected;

       8.1.11 The successor or trustee of Shanda Networking is only able to
              partially perform or refuses to perform the payment obligations
              under the Service Agreements;

       8.1.12 Any breach of other provisions of this Agreement resulting from
              any action or omission by Pledgors; and

       8.1.13 Any other event whereby Pledgee is unable to exercise its right
              with respect to the Pledge hereunder pursuant to relevant laws.

8.2    Pledgors shall immediately notify Pledgee in writing of any event set
       forth in Section 8.1 or any circumstance which many lead to any such
       event as soon as Pledgors know or are aware of such event.

8.3    Unless an Event of Default set forth in this Section 8.1 has been
       resolved to the satisfaction of Pledgee, Pledgee may, upon the occurrence
       of an Event of Default or at any time thereafter, issue a Notice of
       Default to Pledgors in writing and demand that Pledgors to immediately
       pay all the amounts due under the Service Agreements and all other
       amounts payable due to Pledgee, or exercise Pledge Rights in accordance
       with the provisions of this Agreement.

9.     EXERCISE OF PLEDGE RIGHTS

9.1    Prior to the full payment of Secured Indebtedness under the Service
       Agreements, Pledgors shall not assign, or in any manner dispose of, the
       Pledged Property without Pledgee's written consent.

9.2    Pledgee shall issue a Notice of Default to Pledgors when exercising the
       Pledge Rights.

9.3    Subject to the provisions of Section 8.3, Pledgee may exercise the right
       to dispose of the Pledged Property concurrently with the issuance of the
       Notice of Default in accordance with Section 8.3 or at any time after the
       issuance of the Notice of Default.

9.4    Pledgee shall have the right to dispose of the Pledged Property under
       this Agreement in part or in whole in accordance with legal procedures
       (including but not limited to negotiated transfer, auction or sale of the
       Pledged Property) and receive a priority payment from the proceeds of the
       Pledged Property until all of the Secured Indebtedness have been fully
       repaid.

                                       6
<PAGE>

9.5    When Pledgee exercises its rights under the Pledge in accordance with
       this Agreement, Pledgors shall not create any impediment, and shall
       provide necessary assistance to enable Pledgee to exercise the Pledge
       Rights.

10.    ASSIGNMENT

10.1   Without Pledgee's prior consent, Pledgors cannot give away or assign to
       any party their rights and obligations under this Agreement.

10.2   This Agreement shall be valid and binding on each Pledgor and their
       respective successors.

10.3   Pledgee may assign any and all of its rights and obligations under the
       Service Agreements to its designated person(s) (natural/legal persons)
       at any time, in which case the assignees shall have the rights and
       obligations of Pledgee under this Agreement, as if it were a party to
       this Agreement.

10.4   In the event that the Pledgee changes due to any transfer permitted
       hereunder, the new parties to the Pledge shall execute a new pledge
       agreement.

11.    TERMINATION

       This Agreement shall be terminated when the Secured Indebtedness has been
       fully repaid and Shanda Networking is no longer obliged to undertake any
       obligations under the Service Agreements. In this circumstance, Pledgee
       shall cancel or terminate this Agreement as soon as reasonably
       practicable.

12.    HANDLING FEES AND OTHER EXPENSES

12.1   All fees and out of pocket expenses relating to this Agreement, including
       but not limited to legal fees, cost of documentation, stamp duty and any
       other taxes and fees, shall be borne by Pledgors. In the event that the
       law requires Pledgee to pay any taxes, Pledgors shall reimburse Pledgee
       for such taxes paid by Pledgee.

12.2   In the event that Pledgors fail to pay any taxes or fees in accordance
       with the provisions of this Agreement, or due to any other reasons,
       Pledgee has to recover such taxes and fees payable by Pledgors through
       any means or in any manner, all costs and expenses (including but not
       limited to all the taxes, handling fees, management fees, cost of
       litigation, attorney's fees and insurance premiums) resulting therefrom
       shall be borne by Pledgors.

                                       7
<PAGE>

13.    FORCE MAJEURE

13.1   In the event that the performance of this Agreement is delayed or impeded
       by "an event of force majeure", the party affected by such event of force
       majeure shall not be liable for any liability hereunder with respect to
       the part of performance being delayed or impeded. "An event of force
       majeure" means any event beyond the reasonable control of the effected
       party and cannot be avoided even if the affected party has exercised
       reasonable care, which include but not limited to government actions,
       acts of God, fire, explosions, geographic changes, storms, flood,
       earthquakes, tides, lightning and war. Notwithstanding the foregoing, a
       lack of credit, funds or financing shall not be deemed as a circumstance
       beyond the reasonable control of an effected party. The party affected by
       "an event of force majeure" and seeking to relieve the performance
       liability under this Agreement or any provisions thereof shall notify the
       other party of its intention for seeking such relief and the measures it
       will take to reduce the impact of the force majeure as soon as possible.

13.2   The party affected by force majeure shall not be liable for any liability
       with respect to the part of performance being delayed or impeded if the
       effected party has taken reasonable efforts to perform this Agreement. As
       soon as the course of such relief is eliminated, the Parties shall use
       their best efforts to resume the performance of this Agreement.

14.    RESOLUTION OF DISPUTES

14.1   This Agreement shall be governed by and construed according to the laws
       of PRC.

14.2   In the event of any dispute with respect to the construction and
       performance of the provisions of this Agreement, the parties shall first
       try to resolve the dispute through friendly consultations. Upon failure
       of such consultations, any party may submit the relevant disputes to the
       China International Economic and Trade Arbitration Commission for
       arbitration in accordance with its then effective arbitration rules. The
       arbitration shall be administered in Shanghai and the language used for
       the arbitration shall be Chinese. The arbitration award shall be final
       and binding on all parties.

15.    NOTICES

       Notices sent by the parties hereto shall be in writing ("in writing"
       shall include facsimiles and telexes). If sent by hand, such notice shall
       be deemed to have been delivered upon actual delivery; if sent by telex
       or facsimile, such notice shall be deemed to have been delivered at the
       time of transmission. If the date of transmission is not a business day
       or if transmission is after working hours, then the next business day
       shall be deemed as the date of delivery. The address of delivery


                                       8
<PAGE>

       shall be the addresses of the Parties stated on the first page of this
       Agreement or addresses notified in writing at any time after this
       Agreement is executed.

16.    AMENDMENTS, TERMINATION AND CONSTRUCTION

16.1   No amendment to this Agreement shall be effective unless such amendment
       has been agreed by all of the Parties and Party A and Party D have
       obtained necessary authorization and approvals with respect to such
       amendment (including the approval that Party A must obtain from the audit
       committee or other independent body established according to the
       Sarbanes-Oxley Act and the NASDAQ Rules under the board of
       directors of its overseas holding company - Shanda Interactive
       Entertainment Limited).

16.2   The provisions to this Agreement are severable from each other. The
       invalidity of any provision hereof shall not effect the validity or
       enforceability of any other provision hereof.

17.    EFFECTIVENESS AND OTHERS

17.1   This Agreement shall take effect upon satisfaction of the following
       conditions:

       (1)    This Agreement has been executed by all parties hereto; and

       (2)    Pledgors have recorded the Pledge hereunder in the Shareholders'
              List of Shanda Networking.

17.2   This Agreement is written in Chinese in three counterparts. Each of the
       Parties shall hold one counterpart.


IN WITNESS WHEREOF, the parties have caused this Agreement executed by their
duly authorized representatives in Shanghai on the date first above written.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       9
<PAGE>


[EXECUTION PAGE]

Pledgor A:  Tianqiao Chen
Signature: _____________

Pledgor B:  Danian Chen
Signature: _____________

Pledgee:  Shengqu Information Technology (Shanghai) Co., Ltd.
(Company Seal)
Authorized representative: ___________
(Signature)







                                       10
<PAGE>




APPENDIX 1

                    LIST OF AGREEMENTS ("SERVICE AGREEMENTS")

1.     Amended and Restated Technical Support Agreement (signed on December 9,
       2003)

2.     Amended and Restated Strategic Consulting Agreement (signed on December
       9, 2003)

3.     Software Licensing Agreement (signed on December 9, 2003) (with respect
       to E- Sales System 2.0)

4.     Software Licensing Agreement (signed on December 9, 2003) (with respect
       to Instant Messenging Software (keep-in-touch))

5.     Software Licensing Agreement (signed on December 9, 2003) (with respect
       to Shanda Xintianyou 1.0)

6.     Amended and Restated Online Game Software Marketing and License Agreement
       (signed on December 9, 2003) (with respect to the Woool V1.5)

7.     Amended and Restated Equipment Lease Agreement (signed on December 9,
       2003)

8.     Amended and Restated Billing Technology Licensing Agreement (signed on
       December 9, 2003)

9.     Any other agreements to be entered into between Shanda Networking and
       Pledgee from time to time with respect to services or licenses provided
       by Pledgee to Shanda Networking in exchange for fees.


                                       11
<PAGE>


ATTACHMENT:

10.    Shareholders' List of Shanda Networking.

11.    Pledgors's Capital Contribution Certificates for the Share Equity.



                                       12

Sponsored Links