Exhibit 10.34
Share Pledge Agreement
This Share Pledge Agreement (this " Agreement" ) has been executed by and among the following parties on Jan. 3, 2006 in Beijing.
Pledgee: Lenovo-AsiaInfo Technologies, Inc. (hereinafter " Pledgee" ) Address: Room 301-310, Zhongdian Information Tower, No.6 Zhongguancun South Street, Haidian District, Beijing 100086, P. R. China
Pledgor: Jian Ding (hereinafter " Pledgor" )
Chinese identification card No.: 110102650505007
Address: Room 601, Building 9, Tonglinge Road, Xicheng District, Beijing, China
Lenovo Security Technologies (Beijing), Inc. (" Lenovo Security" )
Address: Room 801-810, Zhongdian Information Tower, No.6 Zhongguancun South Street, Haidian District, Beijing 100086, P. R. China
Whereas: Pledgor is a citizen of the People' s Republic of China (" China" or " PRC" ), and holds 25% of the equity interests in Lenovo Security. Lenovo Security is a limited liability company registered in Beijing, China. Lenovo Security intends to acknowledge the respective rights and obligations of Pledgor and Pledgee under this Agreement, and to provide any necessary assistance in registering the Pledge.
Pledgee is a company registered in Beijing, China. Pledgee and Lenovo Security have executed an Exclusive Business Cooperation Agreement (the " Business Cooperation Agreement" ) on December 2, 2004;
To ensure that Pledgee collects consulting and service fees regularly from Lenovo Security, Pledgor hereby pledges all of the equity interests in Lenovo Security held by him/her as security for payment of the consulting and service fees under the Business Cooperation Agreement.
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.
1. Definitions
Unless otherwise provided herein, the terms below shall have the following meanings:
1.1 Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Shares.
1.2 Shares: shall refer to all of the equity interests in Lenovo Security which is currently lawfully held and/or to be acquired by Pledgor. 1.3 Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement. 1.4 Event of Default: shall refer to any circumstances set forth in Article 7 of this Agreement. 1.5 Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.
1 2. The Pledge
As security for the prompt and complete performance of all or any part of the payments due and payable by Lenovo Security to Pledgee (whether by virtue maturity, acceleration or otherwise) , including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby agrees to pledge and pledges the Shares in Levono Security, which is currently lawfully held by or to be acquired by Pledgor, to Pledgee. 3. Term of Pledge
3.1 This Agreement shall become effective as of the date when the Pledge hereunder is registered in the Shareholders' Register of Lenovo Security. The effective term of the Pledge shall be the same as the effective term of the Business Cooperation Agreement. Pledgor and Lenovo Security shall register the Pledge hereunder in the Shareholders' Register of Lenovo Security within 3 working days following the execution of this Agreement.
3.2 During the term of the Pledge, in the event Lenovo Security fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Shares in accordance with the provisions of this Agreement.
4. Custody of Pledge Records
4.1 During the term of the Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee' s custody the capital contribution certificate for the Shares and the Shareholder' s Register of Lenovo Security containing the Pledge. Pledgor shall deliver such records to Pledgee within one week from the execution of this Agreement. 4.2 Pledgee shall have the right to collect dividends generated by the Shares.
5. Representations and Warranties of Pledgor
5.1 Pledgor is the sole legal and beneficial owner of the Shares.
5.2 Whenever Pledgee exercises its right with respect to the Pledge in accordance with this Agreement, there shall not be any intervention from any other parties.
5.3 Pledgee shall have the right to dispose of and transfer the Shares in accordance with the provisions set forth in this Agreement. 5.4 Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Shares. 6. Covenants of the Pledgor
6.1 Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall: 6.1.1 Not transfer the Shares, place or permit the existence of any security interest or other encumbrance that may affect the Pledgee' s rights and interests in the Shares, without the prior written consent of Pledgee.
6.1.2 comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee' s reasonable request or upon consent of Pledgee;
2 6.1.3 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee' s rights to the Shares or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and ot ...
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