Exhibit 10. 29
English Translation for Reference Only
EQUITY PLEDGE AGREEMENT Among
STYLE TECHNOLOGY DEVELOPMENT LIMITED
(" Pledgor" )
and
PYPO DIGITAL COMPANY LIMITED
(" Beneficiary" )
Dated: 10 th November, 2008
This EQUITY PLEDGE AGREEMENT (this " Agreement" ) is made on [10 th November, 2008] by and among the following parties: (A). STYLE TECHNOLOGY DEVELOPMENT LIMITED , a company incorporated under the Laws of Hong Kong (the " Pledgor" ); and (B). PYPO DIGITAL COMPANY LIMITED , an exempted company incorporated and existing under the Laws of the Cayman Islands (the " Beneficiary" ).
The Pledgor and the Beneficiary are each hereinafter referred to individually as a " Party" , and collectively as the " Parties" .
RECITALS WHEREAS , the Beneficiary has entered into a Loan Agreement dated 10 March 2008 as amended by a Supplemental Loan Agreement as of the date of this Agreement (the " Loan Agreement" ) with Capital Ally Investment Limited (" Capital Ally" ).
WHEREAS , the Pledgor has agreed to pledge all of its rights, title, and interest in the share capital of Capital Ally to the Beneficiary as collateral for all payments due to the Beneficiary under the Loan Agreement, and to enter into this Agreement to secure the obligations of Capital Ally to the Beneficiary under the Loan Agreement.
NOW THEREFORE , in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I.
DEFINITIONS AND INTERPRETATIONS
1.1 Definitions . Unless otherwise provided, the expressions below shall have the following meanings throughout this Agreement:
" Capital Ally" shall have the meaning set forth in the Recitals. " Encumbrance" means any lien, encumbrance, hypothecation, right of others, proxy, voting trust or similar arrangement, pledge, security interest, collateral security agreement, mortgage, objection, title defect, title retention agreement, option, restrictive covenant, restriction on transfer, right of first refusal or first offer, or any comparable interest, or of any nature whatsoever.
" Event of Default" shall have the meaning set forth in Section 12.1 of the Loan Agreement.
" Hong Kong " means the Hong Kong Special Administrative Region of the People' s Republic of China. " Loan Agreement" shall have the meaning set forth in the Recitals. " Loss(es)" means any and all damages, claims, fines, fees, penalties, deficiencies, losses, liabilities, diminution of value and expenses of any kind or nature whatsoever, including interest, court costs, fees of attorneys, accountants and other experts or other expenses of litigation or other proceedings, or of any claim, default or assessment.
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" Notice of Default" shall have the meaning set forth in Section 5.1.
" Obligations" shall have the meaning set forth in Section 2.2. " Pledge" shall have the meaning set forth in Section 2.1. " Pledged Interests" shall have the meaning set forth in Section 2.1. " Taxes" means all foreign, domestic, national, regional, local income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital profits, lease, withholding, payroll, employment, social, social welfare, excise, severance, stamp, occupation, property, customs, duties, contributions and other taxes, governmental fees and other like assessments and charges of any kind whatsoever, together with all interest, penalties, additions to tax and additional amounts with respect thereto, and the term " Tax" means any one of the foregoing Taxes. " Term" shall have the meaning as set forth in Section 3.1. 1.2 Headings . The headings in this Agreement are for convenience only and shall not affect the construction of the Agreement. 1.3 Interpretation . Unless otherwise provided, the words, expressions, and references below shall have the following meanings: (a) References to the clauses and schedules of this Agreement include any amendments to them that may occur from time to time. (b) References to this Agreement or any other agreement or document include any amendments, notations, or supplements to the agreements or documents that may occur from time to time.
(c) References to any statute or statutory provision include any amendments, extensions, consolidations, or replacements pertaining to the statute or provision and any statute or provision that amends, extends, consolidates, or replaces the statute or provision, and shall also include any orders, regulations, instruments, or other subordinate legislation made under the relevant statute or provision.
(d) Words denoting the singular include the plural and vice versa .
(e) References to a " Person" include individuals, firms, partnerships, joint ventures, companies, corporations, unincorporated bodies of persons, states, and any agencies of states and their assigns, transferees, or successors in title.
(f) The words " including" and " in particular" simply illustrate or emphasize certain terms within a provision and they shall not limit any provision in any way. ARTICLE II.
THE PLEDGED INTERESTS
2.1 The Pledge . The Pledgor hereby pledges, grants a security interest in, assigns, transfers and delivers unto the Beneficiary and its successors and assignees all of such Pledgor' s right, title and interest in the share capital of Capital Ally either presently owned or hereafter acquired by such Pledgor (collectively, the " Pledged Interests" ) as
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collateral security for the payment and performance by Capital Ally of any and all of its obligations under Loan Agreement (the " Pledge" ).
2.2 The Obligations . This Agreement is made and the Pledge herein is given to secure Capital Ally' s payment of all obligations, liabilities and indebtedness of Capital Ally to the Beneficiary pursuant to the terms of the Loan Agreement (collectively, the " Obligations" ).
ARTICLE III.
TERM OF THE PLEDGE 3.1 Term . The Pledge shall become effective on the date upon execution by the Parties. The Pledge shall be continuously valid until the Obligations have been fully discharged (the " Term" ).
3.2 Shareholders' Register . The Pledgor shall enter the Pledge in the Pledgor' s register of charges within fourteen (14) business days following the execution of this Agreement.
ARTICLE IV.
PERFECTION OF THE PLEDGE 4.1 Perfection of the Pledge . The Pledgor hereby covenants to execute in good faith and to cause any other appropriate parties or individuals to execute all certificates, agreements, deeds, covenants or notices required by the Beneficiary to perfect or exercise any of the Beneficiary' s rights under this Agreement. 4.2 Power of Attorney. The Pledgor hereby irrevocably appoints the Beneficiary by way of security to be its attorney (with full power of substitution) and in its name or otherwise on its behalf and as its act and deed to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things which may be required or which the Beneficiary shall think proper or expedient for carrying out any obligations imposed on the Pledgor hereunder. The Pledgor ratifies and confirms and agrees to ratify and confirm any deed, instrument, act or thing which such attorney or substitute may execute or do. ARTICLE V.
ENFORCEMENT OF PLEDGE
5.1 Notice of Default . The Pledgor shall immediately notify the Beneficiary in writing upon their discovery of any Event of Default. The Beneficiary may deliver a written notice of default (" Notice of Default" ) to the Pledgor upon the occurrence of the Event of Default or at any time thereafter. The Notice of Default may demand that the Pledgor immediately pay all outstanding payments due under the Loan Agreement and all other payments due to the Beneficiary.
5.2 Rights, Remedies and Powers of the Beneficiary . Upo ...
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