EX-10.45 EQUITY INTERESTS PLEDGE AGREEMENT, DATED



 





Exhibit 10.45




Equity Interests Pledge Agreement




This Equity Interests Pledge Agreement is entered into on the day of November 1, 2004 in Shanghai
by and between the following parties:



	 	 	 
	Pledgee:

	 	New Allyes Information Technology (Shanghai) Co., Ltd
	Address:

	 	Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai
	 
	 	 
	Pledgor:

	 	Xiangdong Xiong
	Identity Code: 310105710423201
	Address:

	 	Room 1205, No.53 of No.800 Lane, West Zhongshan Road, Shanghai






WHEREAS,





	 	 	Xiangdong Xiong, the Pledgor, is the citizen of the People’s Republic of China (“PRC”). The
Pledgor owns 6.98% of the equity interest in Beijing Quanshi Advertisement Co.,Ltd. Baifen
Creation Advertisement Co., Ltd. (“Baifen Creation”) is a limited liability company registered
in Beijing carrying on design, agency and dissemination of advertisement business.
	 
	 	 	The Pledgee, a wholly foreign-owned company registered in Shanghai, PRC, has been licensed by
the PRC relevant government authority to carry on the business of information technical
service. The Pledgee and the Pledgor-owned Baifen Creation enter into Exclusive Technical
Consulting and Services Agreement (the “Service Agreement”) on November 1, 2004.
	 
	 	 	In order to make sure that the Pledgee collect technical service fees as normal from Baifen
Creation, the Pledgor is willing to pledge all its equity interest in Baifen Creation to the
Pledgee as a security for the Pledgee to collect technical consulting and service fees under
the Service Agreement.
	 
	 	 	In order to define each Party’s rights and obligations, the Pledgee and the Pledgor through
mutual negotiations hereby enter into this Agreement based upon the following terms:
	 
	1.	 	Definitions And Interpretation





Unless otherwise provided in this Agreement, the following terms shall have the following meanings:




	 	1.1	 	Pledge means the full content of Article 2 hereunder




 









 






	 	1.2	 	Equity Interest means all its 50% equity interests in Baifen Creation legally held
by the Pledgor.
	 
	 	1.3	 	Rate of Pledge means the ratio between the value of the pledge under this Agreement
and the exclusive technical consulting and service fees under the Service Agreement.
	 
	 	1.4	 	Term of Pledge means the period provided for under Article 3.2 hereunder.
	 
	 	1.5	 	Service Agreement means the Exclusive Technical Consulting and Service Agreement
entered into by and between Baifen Creation and the Pledgee on November 1, 2004.
	 
	 	1.6	 	Event of Default means any event in accordance with Article 7 hereunder.
	 
	 	1.7	 	Notice of Default means the notice of default issued by the Pledgee in accordance
with this Agreement.






	2.	 	Pledge






	 	2.1	 	The Pledgor agrees to pledge all its equity interest in Baifen Creation to the
Pledgee as the guarantee for the receipt of the service fee under the Service Agreement.
	 
	 	2.2	 	Pledge under this Agreement refers to the rights owned by the Pledgee who shall be
entitled to have priority in receiving payment by the evaluation or proceeds from the
auction or sale of the equity interests pledged by the Pledgor to the Pledgee.






	3.	 	Rate Of Pledge And Term Of Pledge






	 	3.1	 	The rate of Pledge






	 	3.1.1	 	The rate of pledge shall be 100%






	 	3.2	 	The term of Pledge






	 	3.2.1	 	Pledge Contract shall take effect as of the date when the equity
interests under this Agreement are recorded in the Register of Shareholder of
Baifen Creation. The term of the Pledge is the same with the term of Service
Agreement.
	 
	 	3.2.2	 	During the Pledge, the Pledgor shall be entitled to dispose the Pledge




 









 






	 	 	 	in accordance with this Agreement in the event that Baifen Creation fails to
pay exclusive technical Consulting and service fee in accordance with the
Service Agreement.






	4.	 	Physical Possession Of Certificate of Pledge






	 	4.1	 	During the term of Pledge under this Agreement, the Pledgor shall deliver the
physical possession of the Certificate of Distribution and the Name List of Shareholder
of Baifen Creation to the Pledgee within one week as of the date of conclusion of this
Agreement.
	 
	 	4.2	 	The Pledgee shall be entitled to collect the dividends from the equity interests.






	5.	 	Warranties And Representation Of The Pledgor






	 	5.1	 	The Pledgor is the legal owner of the equity interests.
	 
	 	5.2	 	The Pledgee shall not be interfered by any other the Pledgee at any time once Party
exercises the rights of the Pledgee in accordance with this Agreement.
	 
	 	5.3	 	The Pledgee shall be entitled to dispose or assign the pledge in accordance with
this Agreement.
	 
	 	5.4	 	The Pledgor does not pledge or encumber the equity interests to any other person
except for the Pledgee.






	6.	 	Covenant Of The Pledgor






	 	6.1	 	During the effective term of this Agreement, the Pledgor covenants to the Pledgee
that the Pledgor shall:






	 	6.1.1	 	Except the transfer of equity interest, as subject to the Exclusive
Purchase Right Contract entered into among the Pledgor, Pledgee and Baifen Creation
on November 1, 2004, to Pledgee or the person designated by Pledgee, not transfer
or assign the equity interests, create or permit to create any pledges which may
have an adverse effect on the rights or benefits of the Pledgee without prior
written consent from the Pledgee;
	 
	 	6.1.2	 	comply with and implement laws and regulations with respect to the
pledge of rights, present to the Pledgee the notices, orders or suggestions with
respect to the Pledge issued or made by the competent authority within five days
upon receiving such notices,




 









 






	 	 	 	orders or suggestions and comply with such notices, orders or suggestions, or
object to the foregoing matters at the reasonable request of the Pledgee or
with consent from the Pledgee.
	 
	 	6.1.3	 	timely notify the Pledgee of any events or any received notices which
may affect the Pledgor’s equity interest or any part of its right, and any events
or any received notices which may change the Pledgor’s any covenant and obligation
under this Agreement or which may affect the Pledgor’s performance of its
obligations under this Agreement.






	 	6.2	 	The Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained from
this Agreement shall not be suspended or hampered through legal procedure by the Pledgor
or any successors of the Pledgor or any person authorized by the Pledgor or any other
person.
	 
	 	6.3	 	The Pledgor warrants to the Pledgee that in order to protect or perfect the
security over the payment of the technical consulting and service fees under the Service
Agreement, the Pledgor shall execute in good faith and cause other parties who have
interests in the pledge to execute all the title certificates, contracts, and or perform
and cause other parties who have interests to take action as required by the Pledgee and
make access to exercise the rights and authorization vested in the Pledgee under this
Agreement, and execute all the documents with respect to the changes of certificate of
equity interests with the Pledgee or the person(natural person or legal entity) designed
by the Pledgee, and provides all the notices, orders and decisions regarded as necessary
by the Pledgee with the Pledgee within the reasonable time.
	 
	 	6.4	 	The Pledgor warrants to the Pledgee that the Pledgor will comply with and perform
all the guarantees, covenants, agreements, representations and conditions for the
benefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the
Pledgee for the reasons that the Pledgor does not perform or fully perform their
guarantees, covenants, agreements, representations and conditions.






	7.	 	Event Of Default






	 	7.1	 	The following events shall be regarded as the event of default:






	 	7.1.1	 	Baifen Creation fails to make full payment of the exclusive technical
consulting and service fees as scheduled under the Service Agreement;




 









 






	 	7.1.2	 	The Pledgor makes any material misleading or fraudulent
representations or warranties under Article 5 herein, and/or the Pledgor is in
violation of any warranties under Article 5 herein;
	 
	 	7.1.3	 	The Pledgor violates the covenants under Article 6 herein;
	 
	 	7.1.4	 	The Pledgor violates any terms and conditions herein;
	 
	 	7.1.5	 	Except for the provision in the 6.1.1 of this Agreement, the Pledgor
waives the pledged equity interests or transfers or assigns the pledged equity
interests without prior written consent from the Pledgee;
	 
	 	7.1.6	 	The Pledgor’s any external loan, security, compensation, covenants or
any other compensation liabilities (1) are required to be repaid or performed prior
to the scheduled date; or (2) are due but can not be repaid or performed as
scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to
perform the obligations herein is affected;
	 
	 	7.1.7	 	This Agreement is illegal for the reason of the promulgation of the
related laws or the Pledgor’s incapability of continuing to perform the obligations
herein;
	 
	 	7.1.8	 	Any approval, permits, licenses or authorization from the competent
authority of the government needed to perform this Agreement or validate this
Agreement are withdrawn, suspended, invalidated or materially amended;
	 
	 	7.1.9	 	The property of the Pledgor is adversely changed and cause the Pledgee
deem that the capability of the Pledgor to perform the obligations herein is
affected;
	 
	 	7.1.10	 	The successors or assignees of the Baifen Creation are only entitled to perform a
portion of or refuse to perform the payment liability under the Service Agreement;
	 
	 	7.1.11	 	Other circumstances whereby the Pledgee is incapable of exercising the right to
dispose the Pledge in accordance with the related laws.






	 	7.2	 	The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor
is aware of or find that any event under Article 7.1 herein or any events that may result
in the foregoing events have happened or is going on.
	 
	 	7.3	 	Unless the event of default under Article 7.1 herein has been solved to the




 









 






	 	 	 	Pledgee’s satisfaction, the Pledgee, at any time when the event of default happens or
thereafter, may give a written notice of default to the Pledgor and require the Pledgor
to immediately make full payment of the outstanding service fees under the Service
Agreement and other payables or dispose the Pledge in accordance with Article 8 herein.






	8.	 	Exercise Of The Right Of The Pledge






	 	8.1	 	The Pledgor shall not transfer or assign the pledge without prior written approval
from the Pledgee prior to the full repayment of the consulting and service fee under the
Service Agreement.
	 
	 	8.2	 	The Pledgee shall give a notice of default to the Pledgor when the Pledgee
exercises the right of pledge.
	 
	 	8.3	 	Subject to Article 7.3, the Pledgee may exercise the right to dispose the Pledge at
any time when the Pledgee gives a notice of default in accordance with Article 7.3 or
thereafter.
	 
	 	8.4	 	The Pledgee is entitled to have priority in receiving payment by the evaluation or
proceeds from the auction or sale of whole or part of the equity interests pledged herein
in accordance with legal procedure until the outstanding consulting and service fees and
all other payables under the Service Agreement are repaid.
	 
	 	8.5	 	The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance
with this Agreement and shall give necessary assistance so that the Pledgee could realize
his Pledge.






	9.	 	Transfer Or Assignment






	 	9.1	 	The Pledgor shall not donate or transfer his rights and obligations herein without
prior consent from the Pledgee.
	 
	 	9.2	 	This Agreement shall be binding upon the Pledgor and his successors and be
effective to the Pledgee and his each successor and assignee.
	 
	 	9.3	 	The Pledgee may transfer or assign his all or any rights and obligations under the
Service Agreement to any individual (natural person or legal entity) at any time. In this
case, the assignee shall enjoy and undertake the same rights and obligations herein of
the Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assigns
the rights and obligations under the Service Agreement, at the request of the Pledgee,
the Pledgor shall execute the relevant agreements and/or documents with respect to such
transfer or assignment.




 









 






	 	9.4	 	After the Pledgee’s change resulting from the transfer or assignment, the new
parties to the pledge shall re-execute a pledge contract.






	10.	 	Termination





This Agreement shall not be terminated until the consulting and service fees under the Service
Agreement are paid off and the Baifen Creation will not undertake any obligations under the Service
Agreement any more, and the Pledgee shall cancel or terminate this Agreement within reasonable time
as soon as practicable.




	11.	 	Formalities Fees And Other Charges






	 	11.1	 	The Pledgor shall be responsible for all the fees and actual expenditures in
relation to this Agreement including but not limited to legal fees, cost of production,
stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in
accordance with the laws, the Pledgor shall fully indemnify such taxes paid by the
Pledgee.
	 
	 	11.2	 	The Pledgor shall be responsible for all the fees (including but not limited to any
taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various
insurance premiums in connection with disposition of Pledge) incurred by the Pledgor for
the reason that (1) The Pledgor fails to pay any payable taxes, fees or charges in
accordance with this Agreement; or (2) The Pledgee has recourse to any foregoing taxes,
charges or fees by any means for other reasons.






	12.	 	Force Majeure






	 	12.1	 	If this Agreement is delayed in or prevented from performing in the Event of Force
Majeure (“Event of Force Majeure”), only within the limitation of such delay or
prevention, the affected party is absolved from any liability under this Agreement. Force
Majeure, which includes acts of governments, acts of nature, fire, explosion, typhoon,
flood, earthquake, tide, lightning, war, means any unforeseen events beyond the prevented
party’s reasonable control and cannot be prevented with reasonable care. However, any
shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s
reasonable control. The Pledge effected by Force Majeure who claims for exemption from
performing any obligations under this Agreement or under any Article herein shall notify
the other party of such exemption promptly and advice him of the steps to be taken for
completion of the performance.




 









 






	 	12.2	 	The Pledge effected by Force Majeure shall not assume any liability under this
Agreement. However, subject to the Pledge effected by Force Majeure having taken its
reasonable and practicable efforts to perform this Agreement, the Party claiming for
exemption of the liabilities may only be exempted from performing such liability as
within limitation of the part performance delayed or prevented by Force Majeure. Once
causes for such exemption of liabilities are rectified and remedied, both parties agree
to resume performance of this Agreement with their best efforts.






	13.	 	Dispute Resolution






	 	13.1	 	This Agreement shall be governed by and construed in accordance with the PRC law.
	 
	 	13.2	 	The parties shall strive to settle any dispute arising from the interpretation or
performance, or in connection with this Agreement through friendly consultation. In case
no settlement can be reached through consultation, each party can submit such matter to
China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration.
The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings
shall be conducted in Chinese and shall take place in Shanghai. The arbitration award
shall be final and binding upon the parties.






	14.	 	Notice






	 	14.1	 	Any notice which is given by the parties hereto for the purpose of performing the
rights, duties and obligations hereunder shall be in writing. Where such notice is
delivered personally, the time of notice is the time when such notice actually reaches
the addressee; where such notice is transmitted by telex or facsimile, the notice time is
the time when such notice is transmitted. If such notice does not reach the addressee on
business date or reaches the addressee after the business time, the next business day
following such day is the date of notice. The delivery place is the address first written
above of the parties hereto or the address advised in writing including facsimile and
telex from time to time.






	15.	 	Appendices






	 	15.1	 	The appendices to this Agreement are entire and integral part of this Agreement.




 









 








	16.	 	Effectiveness







	 	16.1	 	This agreement and any amendments, modification, supplements, additions or changes
hereto shall be in writing and come into effect upon being executed and sealed by the
parties hereto.
	 
	 	16.2	 	This Agreement is written in Chinese and is executed in two counterparts.




 









 











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The Pledgee: New Allyes Information Technology (Shanghai) Co.,Ltd




Authorized Representative: 

/s/ Hailong Zhu




The Pledgor: Xiangdong Xiong




/s/ Xiangdong Xiong




 









 








Appendix A





	1.	 	Register of Shareholders of Shenzhen Baifen Creation Advertisement Co., Ltd.
	 
	2.	 	Certificate of Capital Contribution of Shenzhen Baifen Creation Advertisement Co., Ltd.
	 
	3.	 	Exclusive Technical Consulting and Services Agreement