Exhibit
10.2


 


CERTAIN PORTIONS
OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.  THE OMITTED MATERIALS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


SHAREHOLDERS AGREEMENT


 


THIS SHAREHOLDERS
AGREEMENT (the “Agreement”) is made and dated as
of this 1st day of February 2005 by and among the individuals
and entities listed as Existing Shareholders of the Company on Schedule A
hereto (each an “Existing Shareholder” and,
collectively, the “Existing Shareholders”),
TMP Worldwide Limited, a company organized under the laws of the United Kingdom
(the “Investor”, and collectively with the
Existing Shareholders, the “Shareholders”
and each a “Shareholder”) and China HR.com
Holdings Ltd., an exempted company limited by shares incorporated under the
laws of the Cayman Islands (the “Company”).  Monster Worldwide, Inc., a Delaware
corporation (“Monster”), which is the ultimate
parent company of the Investor, is also a party to certain specified provisions
of this Agreement as more fully set forth below.


 


BACKGROUND


 


WHEREAS, the Shareholders
are holders of all of the issued and outstanding ordinary shares of the
Company, U.S.$.05 par value per share (the “Ordinary Shares”);


 


WHEREAS, the Company, the
Investor and certain Shareholders are parties to an Ordinary Shares Purchase
Agreement (the “Purchase Agreement”), dated January 30,
2005, pursuant to which the Investor is contemporaneously herewith acquiring 22,815,357
Ordinary Shares from the Company (the “Shares”);


 


WHEREAS, the Company and
certain of the Existing Shareholders are parties to the Share Subscription
Agreement, dated March 24, 2000 (the “2000 Subscription
Agreement”), which the parties thereto desire to terminate in
connection with entering into this Agreement and the Purchase Agreement;


 


WHEREAS, the Company and
certain of the Existing Shareholders are parties to the Subscription Agreement,
dated July 13, 2001 (the “2001 Subscription
Agreement”), which the parties thereto desire to terminate in
connection with entering into this Agreement and the Purchase Agreement;


 


WHEREAS, the Company and
certain of the Existing Shareholders are parties to the Shareholders’
Agreement, dated March 29, 2000 (the “Prior Agreement”),
as amended by the Supplemental Agreement, dated July 13, 2001 (the “Prior Agreement Supplement”), each of which the parties
thereto desire to terminate in connection with the entering into this Agreement
and the Purchase Agreement; and


 


WHEREAS, the parties’
obligations under the Purchase Agreement are conditioned upon the execution and
delivery of this Agreement by the Existing Shareholders, the Investor and the


 





















 


Company and the
termination of the 2000 Subscription Agreement, the 2001 Subscription
Agreement, the Prior Agreement and the Prior Agreement Supplement
(collectively, the “Old Agreements”)
by the parties thereto.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth in this Agreement,
and intending to be legally bound, the parties agree as follows:


 


SECTION 1.  DEFINITIONS.


 


1.1          “Affiliate”
shall mean, with respect to any specified person, (i) any other person that
owns (directly or indirectly), individually or as part of a group (as
determined pursuant to Rule 13d-5 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)),
greater than fifty percent (50%) of the voting shares or other capital interest
of such specified person, (ii) any other person of whom greater than fifty
percent (50%) of the voting shares or other capital interest is owned by
(directly or indirectly), individually or as part of a group (as determined
pursuant to Rule 13d-5 under the Exchange Act, by such person, and (iii) any
other person controlling, controlled by or under common control with such
person.


 


1.2          “Call
Fair Market Value” per Ordinary Share shall be equal to the amount
determined by [*].


 


1.3          “Fully
Diluted Ordinary Shares” shall mean the Company’s outstanding Ordinary
Shares and Ordinary Shares issued or issuable upon conversion of any of the
Company’s outstanding preference shares, or upon exercise of outstanding
rights, options and warrants to acquire Ordinary Shares and any other Ordinary
Share equivalents.


 


1.4          “Put
Fair Market Value” per Ordinary Share shall be equal to the amount
determined by [*].


 


1.5          “Qualified
IPO” shall mean a firm commitment initial public offering by the Company of
its Ordinary Shares pursuant to a registration statement under the United
States Securities Act (i) with an aggregate offering price of at least Fifty
Million United States Dollars (U.S.$50,000,000) and (ii) at a per share price
equal to at least U.S.$3.00 (subject to adjustment for share dividends,
recapitalizations, splits and similar events).


 


1.6          [*]


 


1.7          “Securities
Act” shall mean the Securities Act of 1933, as amended.


 










* Confidential


 


2





















 


SECTION 2.  PROPOSED TRANSFERS BY THE SHAREHOLDERS.


 


2.1          Prohibitions.


 


(a)           Prohibitions During Standstill Period.  Except as otherwise
provided herein, within three (3) years from the date of this Agreement (the “Standstill Period”), no Shareholder may purchase, sell or transfer
his, her or its Ordinary Shares, or any options, warrants, or other securities
of any type whatsoever that are convertible into Ordinary Shares.  Ordinary Shares and any options, warrants or
other securities of any type whatsoever that are convertible into Ordinary
Shares are sometimes collectively referred to as “Equity
Securities”.


 


(b)           Other Prohibitions. 
Except for the Investor and its Affiliates, no Shareholder that is not a
natural person may permit the transfer of any equity securities or other
interests in such Shareholder at any time.


 


2.2          Right of First Refusal.


 


(a)           Transfer Notice.  Except
in the case of the Specified Redemption (as defined below), if at any time
after the end of the Standstill Period, any Shareholder (the “Selling Shareholder”) proposes, directly or indirectly, to
transfer by sale, assignment or gift any Ordinary Shares or any other Equity
Securities to one or more third parties pursuant to an understanding with such
third parties (a “Transfer”), then the Selling
Shareholder shall give the Company and the other Shareholders (the “Non-Selling Shareholders”), written notice of the Selling
Shareholder’s intention to make the Transfer (the “Transfer
Notice”), which Transfer Notice shall include (i) a description of
the Equity Securities to be transferred (the “Offered
Shares”), (ii) the identity of the prospective transferee(s) and
(iii) the consideration and the material terms and conditions upon which the
proposed Transfer is to be made.  The
Transfer Notice shall certify that the Selling Shareholder has received a firm
offer from the prospective transferee(s) and in good faith believes a binding
agreement for the Transfer is obtainable on the terms set forth in the Transfer
Notice.  The Transfer Notice shall also
include a copy of any written proposal, term sheet or letter of intent or other
agreement relating to the proposed Transfer.


 


(b)           Non-Selling Shareholders’ Option.  Each of the Non-Selling Shareholders shall
have an option for a period of thirty (30) days from its receipt of the
Transfer Notice to elect to purchase up to its Right of First Refusal Pro Rata
Portion (as defined below) of the Offered Shares at the same price and subject
to the same material terms and conditions as described in the Transfer
Notice.  With respect to each Non-Selling
Shareholder, its “Right of First Refusal Pro Rata Portion” shall mean the
number of Offered Shares multiplied by a fraction, the numerator of which shall
equal the number of Equity Securities then held by the Non-Selling Shareholder,
and the denominator of which shall equal the total number of Equity Securities
held by all Non-Selling Shareholders, in each case on a fully diluted basis
assuming full conversion, exercise and exchange of all options, warrants and
other convertible securities.  Each
Non-Selling Shareholder may exercise its right of first refusal by notifying
the Selling Shareholder and the Company in writing before expiration of the
thirty (30) day period as to the


 


3





















 


number of Offered Shares which it wishes to
purchase.  Within five (5) days after the
expiration of the foregoing period, the Selling Shareholder shall give the
Company and the Non-Selling Shareholders written notice of the amount of
Offered Shares proposed to be sold after giving effect to the exercise of
rights under this Section 2.2(b) (the “Second Notice”).


 


2.3          Right of Co-Sale. At any time after the end of the
Standstill Period, to the extent the Non-Selling Shareholders do not exercise
their right of refusal as to all of the Offered Shares pursuant to Section 2.2
above, the Non-Selling Shareholders shall have the right to participate in the
proposed Transfer, to the extent of their respective Right of Co-Sale Pro Rata
Portion (as defined below), on the same terms and conditions as specified in
the Transfer Notice.  With respect to
each Non-Selling Shareholder, the Right of Co-Sale Pro Rata Portion shall mean
the number of Offered Shares proposed to be transferred to a prospective
transferee after giving effect to the exercise of rights under Section 2.2(b)
above multiplied by a fraction, the numerator of which shall equal the number
of Equity Securities then held by a Non-Selling Shareholder, and the
denominator of which shall equal the number of Equity Securities held by all
Shareholders, in each case on a fully diluted basis assuming full conversion,
exercise and exchange of all options, warrants and other convertible
securities.  Each Non-Selling Shareholder
shall exercise its right of co-sale by delivering a written notice to the
Selling Shareholder and the Company prior to the expiration of thirty (30) days
after receipt of the Second Notice, indicating the number of shares of Equity
Securities the Non-Selling Shareholder wishes to sell under its right to
participate. To the extent that the Non-Selling Shareholders exercise such
right of co-sale, the number of shares of Equity Securities that the Selling
Shareholder may sell in the Transfer shall be correspondingly reduced.


 


2.4          Non-Exercise of Rights. 
To the extent that the Non-Selling Shareholders have not exercised their
right to purchase the Offered Shares nor their right to participate in the sale
of the Offered Shares within the time periods specified in Section 2.2 and
Section 2.3, the Selling Shareholder shall have a period of thirty (30)
days from the expiration of the thirty (30)-day time period set forth in Section 2.3
in which to sell the Offered Shares to the third-party transferee(s) identified
in the Transfer Notice upon terms and conditions (including the purchase price)
no more favorable to the transferee(s) than those specified in the Transfer
Notice. In the event the Selling Shareholder does not consummate the sale or
disposition of the Offered Shares within the thirty (30) day period set forth
in this Section 2.4, the Non-Selling Shareholders’ first refusal rights
and co-sale rights shall continue to be applicable to any subsequent
disposition of the Offered Shares by the Selling Shareholder until such right
lapses in accordance with the terms of this Agreement. Furthermore, the
exercise or non-exercise of the rights of the Non-Selling Shareholders under
this Section 2.4 to purchase Equity Securities from the Selling
Shareholder or to participate in sales of Equity Securities by the Selling
Shareholder shall not adversely affect their rights to make subsequent
purchases from the Selling Shareholder of Equity Securities or subsequently
participate in sales of Equity Securities by the Selling Shareholder.


 


2.5          Closing.  Each
Non-Selling Shareholder shall effect its participation in a sale pursuant to Section 2.3
hereof by promptly delivering to the Selling Shareholder for transfer to the
prospective purchaser one or more certificates, properly endorsed for transfer,
which represent that number of Equity Securities which the Non-Selling
Shareholder elects to sell.  The share
certificate or certificates that the Non-Selling Shareholders deliver to the
Selling Shareholder pursuant to Section 2.3 shall be transferred to the
prospective purchaser in


 


4





















 


consummation of the sale
of the Offered Shares pursuant to the terms and conditions specified in the
Transfer Notice, and the Selling Shareholder shall concurrently therewith remit
to each Non-Selling Shareholder that portion of the sale proceeds to which such
Non-Selling Shareholder is entitled by reason of its participation in such
sale.  To the extent that any prospective
purchaser, or purchasers, prohibits such assignment or otherwise refuses to
purchase shares or other securities from a Non-Selling Shareholder in
connection with the exercise of its rights of co-sale hereunder, the Selling
Shareholder shall not sell to such prospective purchaser or purchasers any
Offered Shares unless and until, simultaneously with such sale, the Selling
Shareholder shall purchase such shares or other securities from the Non-Selling
Shareholder.  To the extent that a
Non-Selling Shareholder elects to purchase any of the Offered Shares covered in
the Transfer Notice directly from the Selling Shareholder, then such Selling Shareholder
shall within ninety (90) days of the date of the Transfer Notice (or, if
earlier, simultaneous with the consummation of the sale of the Offered Shares
pursuant to the terms and conditions specified in the Transfer Notice) deliver
certificate(s) for such shares to the Non-Selling Shareholder who shall deliver
to the Selling Shareholder the consideration of the type and on the terms set
forth in the Transfer Notice.


 


SECTION 3.  EXEMPT TRANSFERS; PROHIBITIONS.


 


3.1          Certain Transfers. 
The provisions of Section 2 shall not apply to:  (a) any transfer of Equity Securities to the
ancestors, descendants, siblings or spouse of a Shareholder, or to trusts,
family limited partnerships or similar estate planning entities for the benefit
of such persons including such Shareholder; (b) any transfer of Equity
Securities to a subsidiary, affiliate, parent, partner, limited partner,
retired partner, member, retired member or shareholder of a holder of Equity
Securities, and (c) any bona fide gift, provided that,
in any such case described in (a) through (c) above the Shareholder gives the
Board of Directors of the Company prior written notice of such transfer or gift
and the transferee or donee shall first furnish the Company with a written
agreement, in form and substance reasonably acceptable to the Board of
Directors, to be bound by and comply with all provisions of this Agreement as
well as the terms of any other restrictive agreement to which such Equity
Securities are subject.  Such transferred
Equity Securities shall remain “Equity
Securities” hereunder, and such pledgee, transferee or donee shall
be treated as a “Shareholder” for purposes of this
Agreement.


 


3.2          Public Offering; Company Transfers.  Notwithstanding the foregoing, the provisions
of Section 2 shall not apply to the sale of any Equity Securities (a) to
the public in a Qualified IPO; or (b) to the Company, including but not limited
to the sale to the Company of 15,970,750 Ordinary Shares from Shareholders at
an aggregate purchase price of Thirty Five Million United States Dollars
(U.S.$35,000,000) and a purchase price per share equal to the purchase price
per share payable by the Investor under the Purchase Agreement (the “Specified Redemption”).


 


3.3          Prohibited Transfers. 
No Existing Shareholder shall either directly or indirectly, sell,
assign, mortgage, transfer, pledge, create a security interest in or lien upon,
encumber, give, place in trust, hypothecate, or otherwise in any manner
voluntarily or involuntarily dispose of, any or all of its Ordinary Shares or
any other Equity Securities except and only to the extent expressly permitted
by the provisions of Section 2, Sections 3.1 and 3.2, Section 4 and Section 5.


 


5





















 


SECTION 4.  PROHIBITED TRANSFERS; EFFECT OF BREACH.


 


4.1          Put Option Right. 
In the event a Shareholder (the “Breaching Shareholder”)
should sell or attempt to sell any Equity Securities in contravention of the
provisions of Section 2 of this Agreement (a “Prohibited
Transfer”), the other Shareholders (the “Non-Breaching
Shareholders”), in addition to such other remedies as may be
available at law, in equity or hereunder, shall have the put option provided in
Section 4.2 below, and the Breaching Shareholder who breached or attempted
to breach such provisions shall be bound by the applicable provisions of such
option.


 


4.2          Put Option.  In
the event of a Prohibited Transfer, the Non-Breaching Shareholders shall have
the right to sell to the Breaching Shareholder the number of Equity Securities
equal to the number of Equity Securities the Non-Breaching Shareholders would
have been entitled to transfer to the transferee in the Prohibited Transfer had
the Prohibited Transfer under Section 2 hereof been effected pursuant to
and in compliance with the terms hereof. 
Such sale shall be made on the following terms and conditions:


 


(a)           the
price per share at which the Equity Securities are to be sold shall be equal to
the greater of (i)  the price per share
paid by the transferee in the Prohibited Transfer and (ii) the Call Fair Market
Value.  The Breaching Shareholder shall
also reimburse the Non-Breaching Shareholders for any and all fees and
expenses, including legal fees and expenses, incurred pursuant to the exercise
or the attempted exercise of the Non-Breaching Shareholders’ rights under Section 2;


 


(b)           within
ninety (90) days after the later of the dates on which the Non-Breaching
Shareholders (i) received notice of the Prohibited Transfer or (ii) otherwise
became aware of the Prohibited Transfer, the Non-Breaching Shareholders shall,
if exercising the option created hereby, deliver to the Breaching Shareholder
the certificate or certificates representing Equity Securities to be sold, each
certificate to be properly endorsed for transfer;


 


(c)           the
Breaching Shareholder shall, upon receipt of the certificate or certificates
for the Equity Securities to be sold by the Non-Breaching Shareholders,
pursuant to this Section 4.2, pay the aggregate purchase price therefor
and the amount of reimbursable fees and expenses, as specified in Section 4.2(a),
in cash or by other means acceptable to the Non-Breaching Shareholders; and


 


(d)           notwithstanding
the foregoing, any attempt by a Breaching Shareholder to transfer Equity
Securities in violation of Sections 2 or 3 hereof shall be void, and the Company
agrees that it will not effect such a transfer nor will it treat any alleged
transferee as the holder of such Equity Securities without the written consent
of the Non-Breaching Shareholders.  The
exercise of any Non-Breaching Shareholder’s rights under the provisions of this
Section 4.2 shall not be deemed to be consent to or ratification of a
violation of Section 2 hereof.


 


SECTION 5.  PUT AND CALL OPTION.


 


5.1          Put Option.  In
the event that the Company has not consummated a Qualified IPO prior to the third
anniversary of the date of this Agreement, the Investor hereby grants to the
Existing Shareholders the right and option (the “Put Option”),
exercisable at any time during the


 


6





















 


eighteen (18) month period
immediately following the third anniversary of the date of this Agreement (the “Exercise Period”), to cause the Investor to purchase all,
but not less than all, of each and every Existing Shareholder’s Ordinary Shares
(the “Put Option Shares”) for the Put Fair
Market Value.


 


5.2          Exercise of Put Option. 
The Put Option must be exercised by each and every Existing Shareholder,
if at all, during the Exercise Period only by the delivery during the Exercise
Period of a written notice, signed by all of the Existing Shareholders, to the
Company and the Investor (the “Put Option Notice”)
specifying the (i) exercise of the Put Option, (ii) the Put Fair Market Value
and (iii) the proposed delivery date of the Put Option Shares which shall be at
least twenty (20) days from the date of the Put Option Notice (the “Put Option Closing Date”). 
In the event the Put Option is not exercised during the Exercise Period
in accordance with the terms hereof, the Put Option shall automatically expire
and be of no force or effect.


 


5.3          Put Option Closing. 
Upon the Existing Shareholders’ election to exercise the Put Option, on
the Put Option Closing Date each Existing Shareholder shall deliver (a) the
share certificate or certificates and a duly executed stock power in favor of
the Investor or its designee representing the Put Option Shares to the Investor
and (b) a duly executed ordinary shares purchase agreement in substantially the
form of the Purchase Agreement (the “Put Purchase Agreement”),
containing, among other things, (i) representations and warranties of the
Company and the Investor which shall speak on and as of the date of signing and
closing of such transaction and shall in other respects be identical to the
representations and warranties provided in Section 2 of the Purchase
Agreement and representations and warranties providing that upon delivery of
the Put Option Shares the Investor shall acquire good, valid and marketable
title to the Put Option Shares free and clear of any liens, claims or
encumbrances imposed by any action or omission of the Existing Shareholders or
the Company, provided, however, that (x) the Schedule of Exceptions thereto shall
be updated to reflect the then-current situation of the Company and its
subsidiaries, and (y) the financial information shall reflect the two most
recent fiscal years plus the most recent practicable interim period, (ii)
agreements and indemnities of the Company, the Existing Shareholders and the
Investor identical to those provided in Sections 6 and 7 of the Purchase Agreement
and (iii) covenants prohibiting the Existing Shareholders and their Affiliates
from directly or indirectly (x) competing in or into the Peoples Republic of
China and any other countries in which or into which the Company or its
subsidiaries conducts business or (y) soliciting, servicing or hiring any
then-current or former clients or employees of the Company or its subsidiaries,
in each case for a period of twenty-four (24) months from the date of the
closing of the Put Purchase Agreement and (iv) confidentiality agreements of
the Existing Shareholders.  It is
understood and agreed that the Investor may by written notice to the Company
refuse to consummate the Put Option in the event that (a) the information reflected
in the Schedule of Exceptions to the proposed Put Purchase Agreement as
compared to the Schedule of Exceptions attached to the Purchase Agreement
materially adversely affects the value of the Company and its subsidiaries or
the value to the Investor of the proposed investment, (b) there exists any
suit, action, proceeding, legislation, ruling, order or injunction (or
reasonable threat thereof) or set of facts restraining or prohibiting the
consummation of the transactions or which would compel the Investor to dispose
of, discontinue or materially restrict the operations of a significant portion
of the business of the Company and its subsidiaries, including but not limited
to any governmental or regulatory authority prohibition or limitation
materially affecting the Investor’s right to own shares of the Company or any
of its direct or


 


7





















 


indirect subsidiaries,
including without limitation China-HR.com Corporation, China HR.com (Hong Kong)
Limited, Ecareer (Shanghai) Limited or Ecareer (Beijing Limited), (c) there has
been a material adverse change in the assets, condition (financial or
otherwise), operating results, business activities or operations of the Company
and its subsidiaries, or (d) the Company or any Existing Shareholder have
breached one or more provisions of this Agreement and such breaches,
individually or in the aggregate, materially adversely affect the value of the
Company and its subsidiaries or the value to the Investor of the proposed
investment.  The exercise of the Investor’s
rights under the immediately preceding sentence is sometimes called a “Put Refusal”.  Any
disputes over whether or not the Put Refusal grounds set forth above have been
met shall be submitted to binding arbitration in accordance with Section 5.15
below.  If the Investor refuses to or
fails to purchase the Put Option Shares for any reason other than a Put Refusal
(a “Put Breach”), including, without
limitation, the lack of funds to pay the Put Fair Market Value, then the
Existing Shareholders shall have the right and option to purchase at [*] (the “Repurchase Right”).
If the Existing Shareholders exercise the Repurchase Right, then the Repurchase
Right shall be their sole and exclusive remedy arising out of or in connection
with a Put Breach.  On the Put Option
Closing Date, the Investor shall concurrently therewith remit to each
Shareholder the Put Fair Market Value to which such Existing Shareholder is
entitled by reason of its exercise of the Put Option.  In the event the Company is unable to deliver
the Put Purchase Agreement in a form satisfactory to the Investor or the
Investor has exercised its right of Put Refusal, then the Investor shall have
no further obligation to purchase the Put Option Shares and the option
contemplated by this Section 5.3 shall automatically expire and be of no
further force or effect.  Notwithstanding
the foregoing, the Put Option Closing shall not occur until the Put Fair Market
Value is conclusively determined.


 


5.4          Company Call Option. 
In the event that the Investor exercises its right of Put Refusal, the
Investor hereby grants to the Company, the right and option (the “Company Call Option”), exercisable at any time after the
date the Investor exercises its right of Put Refusal and for a period of thirty
(30) days thereafter (the “Company Exercise Period”),
to elect to purchase from the Investor, all, but not less than all, of the
Ordinary Shares held by the Investor (the “Company Option Shares”)
for the Call Fair Market Value.


 


5.5          Exercise of Company Call Option.  The Company Call Option may be exercised by
the Company, if at all, during the Company Exercise Period only by the delivery
during the Company Exercise Period of a written notice to the Investor (the “Company Option Notice”) specifying the (i) exercise of the
Company Call Option, (ii) the Call Fair Market Value and (iii) the proposed
delivery date of the Company Option Shares which shall be at least twenty (20)
days from the date of the Company Option Notice (the “Company
Option Closing Date”).  In the
event the Company Call Option is not properly exercised during the Company
Exercise Period in accordance with the terms hereof, the Company Call Option
shall automatically expire and be of no force or effect and the Existing
Shareholders shall be entitled to the Existing Shareholders Call Option (as
hereinafter defined).


 


5.6          Company Call Option Closing.  Upon the Company’s election to exercise the
Company Call Option, on the Company Option Closing Date the Investor shall
deliver a share certificate or certificates and a duly executed stock power in
favor of the Company representing


 










* Confidential


 


8





















 


its Company Option Shares
to the Company and the Company shall concurrently therewith remit to the
Investor the Call Fair Market Value to which the Investor is entitled by reason
of the Company’s exercise of the Company Call Option.  Upon delivery of the Company Option Shares to
the Company, the Company shall acquire good, valid and marketable title to the
Company Option Shares free and clear of any liens, claims or encumbrances
imposed by any action or omission of the Investor.


 


5.7          Existing Shareholder Call Option.  In the event that the Investor exercises its
right of Put Refusal and the Company does not properly exercise the Company
Call Option within the Company Exercise Period, the Investor hereby grants to
each Existing Shareholder, the right and option (the “Existing
Shareholder Call Option”), exercisable at any time after the
expiration of the Company Exercise Period and before the date which is one
hundred twenty (120) days after the date the Investor exercises its right of
Put Refusal (the “Existing Shareholder
Exercise Period”), to elect to purchase from the Investor on a
pro-rata basis, all, but not less than all, of the Ordinary Shares held by the
Investor (the “Existing Shareholder Option Shares”)
for the Call Fair Market Value.


 


5.8          Exercise of Existing Shareholder Call Option.  The Existing Shareholder Call Option may be
exercised by each and every Existing Shareholder, if at all, during the
Existing Shareholder Exercise Period only by the delivery during the Existing
Shareholder Exercise Period of a written notice to the Investor (the “Existing  Shareholder Option Notice”)
specifying the (i) exercise of the Existing Shareholder Call Option, (ii) the
Call Fair Market Value and (iii) the proposed delivery date of the Existing
Shareholder Option Shares which shall be at least twenty (20) days after the
date of the Existing Shareholder Option Notice (the “Existing
Shareholder Option Closing Date”). 
In the event the Existing Shareholder Call Option is not properly
exercised during the Existing Shareholder Exercise Period in accordance with
the terms hereof, the Existing Shareholder Call Option shall automatically
expire and be of no force or effect.


 


5.9          Existing Shareholder Call Option Closing.  Upon the Existing Shareholders’ election to
exercise the Existing Shareholder Call Option, on the Existing Shareholder
Option Closing Date the Investor shall deliver a share certificate or
certificates and a duly executed stock power in favor of each of the Existing
Shareholders representing their pro-rata portion Existing Shareholder Option
Shares to the Existing Shareholders and each Existing Shareholder shall
concurrently therewith remit to the Investor its pro-rata portion of the Call
Fair Market Value to which the Investor is entitled by reason of the
Shareholders’ exercise of the Shareholder Call Option.  Upon delivery of the Existing Shareholder
Option Shares to the Company, the Existing Shareholders shall acquire good,
valid and marketable title to the Existing Shareholder Option Shares free and
clear of any liens, claims or encumbrances imposed by any action or omission of
the Investor.


 


5.10        Call Option.  The
Existing Shareholders hereby grant to the Investor the right and option (the “Call Option”), exercisable at any time during the Exercise
Period, to elect to purchase from the Existing Shareholders all, but not less than all, of the Company’s issued and
outstanding Ordinary Shares owned by the Existing Shareholders (the “Call Option Shares”) at the Call Fair Market Value.


 


9





















 


5.11        Exercise of Call Option. 
The Call Option must be exercised by the Investor, if at all, during the
Exercise Period only by the delivery during the Exercise Period of a written
notice to the Company (the “Call Option Notice”)
specifying the (i) exercise of the Call Option, (ii) the Call Fair Market Value
and (iii) the proposed delivery date of the Call Option Shares which shall be
at least twenty (20) days from the date of the Call Option Notice (the “Call Option Closing Date”). 
In the event the Call Option is not properly exercised during the
Exercise Period in accordance with the terms hereof, the Call Option shall
automatically expire and be of no force or effect.


 


5.12        Call Option Closing. 
Upon the Investor’s election to exercise the Call Option, on the Call
Option Closing Date each Existing Shareholder shall deliver (a) share
certificate or certificates and duly executed stock powers in favor of the
Investor or its designee representing the Call Option Shares to the Investor
and (b) a duly executed ordinary shares purchase agreement in substantially the
form of the Purchase Agreement (the “Call
Purchase Agreement”), containing, among other things, (i)
representations and warranties of the Company and the Investor which shall
speak on and as of the date of signing and closing of such transaction and
shall in other respects be identical to the representations and warranties
provided in Section 2 of the Purchase Agreement and representations and
warranties providing that upon delivery of the Call Option Shares the Investor
shall acquire good, valid and marketable title to the Call Option Shares free
and clear of any liens, claims or encumbrances imposed by any action or
omission of the Existing Shareholders or the Company, provided,
however, that (x) the Schedule of
Exceptions thereto shall be updated to reflect the then-current situation of
the Company and its subsidiaries, and (y) the financial information shall
reflect the two most recent fiscal years plus the most recent practicable
interim period, (ii) agreements and indemnities of the Company, the Existing
Shareholders and the Investor identical to those provided in Sections 6 and 7
of the Purchase Agreement, and (iii) covenants prohibiting the Existing
Shareholders and their Affiliates from directly or indirectly (x) competing in
or into the Peoples Republic of China and any other countries in which or into
which the Company or its subsidiaries conducts business or (y) soliciting,
servicing or hiring any then-current or former clients or employees of the
Company or its subsidiaries, in each case for a period of twenty-four (24)
months from the date of the closing of the Call Purchase Agreement and (iv)
confidentiality agreements of the Existing Shareholders.  It is understood and agreed that the Investor
may by written notice to the Company refuse to consummate the Call Option in
the event that (a) the information reflected in the Schedule of Exceptions
to the proposed Call Purchase Agreement as compared to the Schedule of
Exceptions attached to the Purchase Agreement materially adversely affects the
value of the Company and its subsidiaries or the value to the Investor of the
proposed investment, (b) there exists any suit, action, proceeding,
legislation, ruling, order or injunction (or reasonable threat thereof) or set
of facts restraining or prohibiting the consummation of the transactions or which
would compel the Investor to dispose of, discontinue or materially restrict the
operations of a significant portion of the business of the Company and its
subsidiaries, including but not limited to any governmental or regulatory
authority prohibition or limitation materially affecting the Investor’s right
to own shares of the Company or any of its direct or indirect subsidiaries,
including without limitation China-HR.com Corporation, China HR.com (Hong Kong)
Limited, Ecareer (Shanghai) Limited or Ecareer (Beijing Limited), (c) there has
been a material adverse change in the assets, condition (financial or
otherwise), operating results, business activities or operations of the Company
and its subsidiaries or (d) the Company or any Existing Shareholder have
breached one or more provisions of this Agreement and such


 


10





















 


breaches, individually or
in the aggregate, materially adversely affect the value of the Company and its
subsidiaries or the value to the Investor of the proposed investment.  The exercise of the Investor’s rights under
the immediately preceding sentence is sometimes called a “Call Refusal”.  Any disputes over whether or not the Call
Refusal grounds set forth above have been met shall be submitted to binding
arbitration in accordance with Section 5.15 below.  On the Call Option Closing Date, the Investor
shall concurrently therewith remit to the Existing Shareholders the Call Fair
Market Value to which the Existing Shareholders are entitled by reason of the
Investor’s exercise of the Call Option.  In the event the Company is unable
to deliver the Call Purchase Agreement in a form reasonably satisfactory to the
Investor or the Investor has exercised its right of Call Refusal, then the
Investor shall have no further obligation to purchase the Call Option
Shares.  Notwithstanding the foregoing,
the Call Option Closing shall not occur until the Call Fair Market Value is
conclusively determined.


 


5.13        Payment of Put Fair Market Value/Call Fair Market Value.  The Put Fair Market Value or Call Fair Market
Value, as the case may be, payable to the Existing Shareholders by the Investor
under any provision of this Section 5 may, at the election of the
Investor, be paid in a combination of cash and unregistered shares of the
common stock of the Investor’s parent company, Monster (“Monster
Shares”), provided that Monster Shares shall constitute no more than
one-half (1/2) of the Put Fair Market Value or Call Fair Market Value, as the
case may be.  In the event the Investor
elects to deliver Monster Shares, such Monster Shares shall be valued at the
average of the closing prices per Monster Share as reported by the Nasdaq
National Market for each day in the ten (10) business day period ending three
(3) days before the applicable closing date and any Existing Shareholder
receiving Monster Shares shall become party to a registration rights agreement
which shall provide, among other things, for the filing of a registration
statement registering any Monster Shares issued hereby within ten (10) business
days from the Put Option Closing Date or Call Option Closing Date, as the case
may be, and customary indemnification. 
Notwithstanding anything to the contrary contained herein, if the
Investor, on the one hand, or the Existing Shareholders, on the other hand, in
their respective reasonable discretion, object to the computation of the Call
Fair Market Value or the Put Fair Market Value, as the case may be, the
Investor and the Existing Shareholders shall jointly retain a firm of
recognized financial experts who shall be instructed to conclusively establish
Call Fair Market Value or Put Fair Market Value, as the case may be.  The costs of such financial expert shall be
paid by the Company and the determination of the Call Fair Market Value or the
Put Fair Market Value by such financial expert shall be conclusive.


 


5.14        Conflicting Option
Exercises.  In the event
that both the Put Option Notice and the Call Option Notice are provided in
accordance with this Agreement and the transactions contemplated by the earlier
of such notices have not yet been consummated in accordance herewith, the Put
Option Notice shall prevail (irrespective of the order in which the competing
notices have been given).


 


5.15        Binding Arbitration.  If
any dispute arises over whether or not the Put Refusal or Call Refusal grounds
have been met or the Existing Shareholders seek any remedy for a Put Breach
other than the Repurchase Right, injunctive relief or specific performance, the
Existing Shareholders shall provide written notice of their objection or intent
to pursue remedies for a Put Breach other than the Repurchase Right to the
Investor no later than thirty (30) days after the Investor’s exercise of the
Put Refusal, the Call Refusal or the occurrence of a Put Breach, as the


 


11





















 


case may be.  Promptly thereafter, such dispute shall be
submitted to binding arbitration at Hong Kong International Arbitration Centre
in accordance with the commercial UNCITRAL Arbitration Rules then in effect
(the “UNCITRAL Rules”).  The arbitration tribunal shall consist of
three (3) arbitrators experienced in New York corporate law and matters of this
nature who shall be appointed according the UNCITRAL Rules.  The language of the arbitration shall be
English.


 


SECTION 6.  LEGEND.


 


6.1          Legend.  Each
certificate representing Equity Securities now or hereafter owned by any
Shareholder, or issued to any person in connection with a transfer from a
Shareholder pursuant hereto shall be endorsed with the following legend:


 


“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS OF A CERTAIN SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND
CERTAIN SHAREHOLDERS OF THE COMPANY CONTAINING, AMONG OTHER THINGS CERTAIN
AGREEMENTS TO VOTE SUCH SECURITIES AS SPECIFIED IN SUCH AGREEMENT.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


6.2          Stop Orders.  Each
Shareholder agrees that the Company may instruct its transfer agent to impose
transfer restrictions on the shares represented by certificates bearing the
legend referred to in Section 6.1 above to enforce the provisions of this
Agreement and the Company agrees to do so promptly.  The legend shall be removed upon termination
of this Agreement.


 


SECTION 7.  AFFIRMATIVE COVENANTS OF THE COMPANY.


 


The Company hereby
covenants and agrees as follows:


 


7.1          Financial Information. 
The Company shall furnish the following reports to the Investor:


 


(a)           as
soon as practicable after the end of each fiscal year of the Company, and in
any event within sixty (60) days thereafter, management accounts for the
preceding fiscal year prepared by the Company in accordance with International
Standards on Accounting (“ISA”)
consistently applied and setting forth in each case in comparative form the
figures for the previous fiscal year;


 


(b)           as
soon as practicable after the end of each fiscal year of the Company, and in
any event within ninety (90) days thereafter, a consolidated balance sheet of
the Company and its subsidiaries, if any, as of the end of such fiscal year and
the related consolidated income statement, consolidated statement in changes in
equity and consolidated cash flow statement for the fiscal year then ended,
prepared in accordance with ISA consistently applied and setting forth in each
case in comparative form the figures for the previous fiscal year, and audited
and


 


12





















 


certified by a firm of independent public accountants
of recognized international standing selected by the Board of Directors of the
Company;


 


(c)           as
soon as practicable after the end of each of the first three fiscal quarters of
each fiscal year of the Company, and in any event within forty-five (45) days
after the end of each of the first three fiscal quarters, a consolidated
balance sheet of the Company and its subsidiaries, if any as of the end of such
quarter, and the related consolidated income statement, consolidated statement
in changes in equity and consolidated cash flow statement of the
Company and its subsidiaries, if any, for the current fiscal year to date,
unaudited but prepared in accordance with ISA consistently applied and setting
forth in comparative form the figures for the corresponding periods of the
previous fiscal year, together with a comparison of such statements to the
Budget (as herein defined), subject to changes resulting from immaterial normal
year-end audit adjustments, all in reasonable detail and certified by the
principal financial officer of the Company; and


 


(d)           as
soon as practicable after the end of each month of each fiscal year of the
Company, and in any event within twenty (20) days after the end of each month,
a consolidated balance sheet of the Company and its subsidiaries, if any, as of
the end of such month, and the related consolidated income statement,
consolidated statement in changes in equity and consolidated cash flow
statement of the Company and its subsidiaries, if any, as of the end of such
month, unaudited but prepared in accordance with ISA consistently applied and
setting forth in comparative form the figures for the corresponding periods of
the previous fiscal year for the material business units, together with a
comparison of such statements to the Budget, subject to changes resulting from
immaterial normal year-end audit adjustments, all in reasonable detail and
certified by the principal financial officer of the Company.


 


Notwithstanding
anything to the contrary set forth above, each report delivered pursuant to
this Section 7.1 shall specifically (i) reconcile net income as reported
on the consolidated income statement according to ISA with net income according
to generally accepted accounting principles in the United States (“GAAP”) and such reconciliation shall be provided to the
Investor in a tabular format with each material reconciling item described and
quantified in reasonable detail, and (ii) indicate the amount of each material
variation between the amount of any line item appearing in the consolidated
balance sheet prepared in according to ISA and the amount of any line item
appearing on the consolidated balance sheet prepared according to GAAP.


 


7.2          Additional Information and Rights.


 


(a)           Upon
notification by the Investor, the Company shall permit the Investor to visit
and inspect any of the properties of the Company and its subsidiaries,
including its books of account and other records, including without limitation,
contracts, agreements and any other obligations enforceable against the Company
or its subsidiaries (and make copies thereof and take extracts therefrom), and
to discuss its affairs, finances and accounts with the officers of the Company
and its subsidiaries and its independent public accountants, all at such
reasonable times and as often as the Investor may reasonably request.


 


13





















 


(b)           The
Company shall deliver to the Investor annually (and in any event no later than
thirty (30) days before the end of each fiscal year) a budget and business plan
of the Company and its subsidiaries for the next fiscal year and the next five
fiscal years (the “Budget”), in
such manner and form as approved by the Board of Directors of the Company,
including the Investor Directors (as hereinafter defined), which shall include
at least a projection of income and a projected cash flow statement for each
fiscal quarter in such fiscal year.  The
Company will use its best efforts to operate within the Budget, as approved by
the Board of Directors of the Company, applicable to each respective fiscal
year.  It is understood that no Budget
nor deviation therefrom shall be operative unless it is affirmatively approved
by at least one of the Investor Directors.


 


(c)           The
provisions of Section 7.1 and this Section 7.2 shall not be in
limitation of any rights which the Investor may have with respect to the books
and records of the Company and its subsidiaries, or to inspect their properties
or discuss their affairs, finances and accounts, under applicable law.


 


(d)           The
Investor hereby agrees to use all proprietary and confidential information
obtained from the Company under this Section 7 solely in connection with
its investment in the Company, to hold in confidence and trust and not to
misuse or disclose any confidential information provided pursuant to this Section 7.


 


7.3          Meetings of Directors. 
The Company shall hold meetings of the Company’s Board of Directors not
less than four (4) times a year on a quarterly basis, which may be held in
person or by conference telephone by means of which all persons participating
in the meeting can hear each other.


 


7.4          Expenses of Directors. 
The Company shall promptly reimburse in full, each director of the
Company who is not an employee of the Company attending a meeting of the Board
of Directors or any committee for all of his or her reasonable out-of-pocket
expenses incurred in attending each meeting of the Board of Directors of the
Company or any committee thereof.


 


7.5          Prompt Payment of Taxes, etc.  The
Company will promptly pay and discharge, or cause to be paid and discharged,
when due and payable, all lawful taxes, assessments and governmental charges or
levies imposed upon the income, profits, property or business of the Company or
any subsidiary; provided, however, that any such
tax, assessment, charge or levy need not be paid if the validity thereof shall
currently be contested in good faith by appropriate proceedings and if the
Company shall have set aside on its books adequate reserves with respect
thereto, and provided, further, that the Company will pay all such taxes,
assessments, charges or levies forthwith upon the commencement of proceedings
to foreclose any lien which may have attached as security therefor.


 


7.6          Tax Matters.  Upon
the Investor’s request, the Company shall provide the Investor with such
information as it shall reasonably request in connection with each of the
Investor’s and/or its Affiliates’ preparation of their respective tax returns
or to make any tax election that may be available to the Investor and/or its
Affiliates.  Neither the Company nor any


 


14





















 


of its subsidiaries shall
make or agree to make any election for any United States tax purpose without
the prior written consent of the Investor.


 


7.7          Insurance.  The Company will keep its assets
and those of its subsidiaries which are of an insurable character insured by
financially sound and reputable insurers against loss or damage by fire,
explosion or other risks customarily insured against by companies in the
Company’s line of business, in amounts sufficient to prevent the Company or any
subsidiary from becoming a co-insurer and not in any event less than 100% of
the insurable value of the property insured; and the Company will maintain and
cause its subsidiaries to maintain, with financially sound and reputable
insurers, insurance against other hazards and risks and liability to persons
and property to the extent and in the manner customary for companies in similar
businesses similarly situated and to the extent available on commercially
reasonable terms.  In addition to the
foregoing, the Company shall obtain and maintain in full force and effect, from
financially sound and reputable insurers, directors and officers insurance in a
minimum amount deemed reasonable by the Board of Directors for the benefit of
each of its directors and officers.


 


7.8          Compliance with Certain Requirements.  The Company and all its subsidiaries shall
duly observe and conform to all requirements of governmental authorities
relating to the conduct of their businesses or their properties or assets.  The Company will use its best efforts to
ensure that the representations and warranties set forth in Sections 2.11,
2.12, 2.19, 2.23, 2.25, 2.28 and 2.30 of the Purchase Agreement remain true,
correct and complete from and after the date hereof on each and every day
during the term of this Agreement as if made on and as of each day during the
term hereof.  The Company shall use, and
cause its subsidiaries to use, commercially reasonable efforts to comply with
the best industry practices in the respective jurisdictions where it or they do
business.


 


7.9          Maintenance of Corporate Existence, etc.  The Company and its subsidiaries shall
maintain in full force and effect their corporate existence, permits, rights
and franchises necessary to conduct their business and all licenses and other
rights to use patents, processes, licenses, trademarks, trade names or
copyrights owned or possessed by it or any subsidiary necessary to conduct
their business.


 


7.10        Regulatory Compliance. 
The Company will use commercially reasonable efforts, and will cause its
subsidiaries, including without limitation, China-HR.com Corporation, China
HR.com (Hong Kong) Limited, Ecareer (Beijing) Limited, Ecareer (Shanghai)
Limited, and Beijing YiJiaXin (E-Channel) Enterprise Management and Consultant
Co. Ltd. (“E-Channel”) to use commercially reasonable
efforts, to obtain or maintain all such licenses, permits, certificates and approvals
necessary for ownership and operation of their business in China as soon as
practicable after the date of this Agreement and the Company hereby agrees that
the Investor shall have the right to approve any arrangements relating to the
relationship of the Company and/or any of its subsidiaries or affiliates with
E-Channel, including without limitation, the right to approve any new
shareholder or shareholders of E-Channel.


 


SECTION 8.  NEGATIVE COVENANTS OF THE COMPANY.


 


Without
the prior written approval of a majority of the members of the Board of
Directors and at least one Investor Director, the Company will not take or
permit to occur, and the


 


15





















 


Shareholders will ensure
that the Company does not take or permit to occur, any of the actions set forth
in this Section 8.


 


8.1          Management.


 


(a)           Recruit,
hire or dismiss the Company’s chief executive officer or any employee or
officer who shall be assigned duties or responsibilities substantially similar
to those of such officer; or


 


(b)           Recruit,
hire or dismiss any of the Company’s chief financial officer or chief
technology officer, or any employee or officer who shall be assigned duties or
responsibilities substantially similar to those of such officers.


 


8.2          Affiliate Transactions. 
Enter into, or permit any subsidiary to enter into, any transaction with
any of its Affiliates, except for normal employment arrangements and benefit
programs on reasonable terms and except as approved by a majority of the members
of the Board who do not have an interest in any such transaction; provided, however, nothing in this Section 8.2 shall be
deemed to prohibit transactions between the Company and its subsidiaries or
between such subsidiaries.


 


8.3          Capital Expenditures. 
Make, or permit any subsidiary to make in any fiscal year, capital
expenditures or financial commitments (including, without limitation, payments
with respect to capital leases as determined in accordance with GAAP)
exceeding, in the aggregate and, on a consolidated basis, U.S.$75,000, except
as set forth in the Budget.


 


8.4          Employee Benefit Plan. 
Create or change any management or employee incentive plan, or any share
plan, option plan, or other agreement or understanding or right to purchase
capital shares of the Company, including but not limited to employee options.


 


8.5          Security Interests. 
Become subject to any mortgage, pledge, lien, encumbrance, charge,
restriction (including without limitation restrictions on transfer) or any
other security interest on any of the Company’s or its subsidiaries
intellectual property.


 


8.6          Indebtedness. 
Incur indebtedness in excess of U.S.$1,000,000 in the aggregate.


 


8.7          Joint Venture. 
Enter into a strategic acquisition, strategic alliance, joint venture or
any other relationship in a transaction or transactions with a third party.


 


8.8          Dividends; Redemption. 
Pay or declare any dividend or make any distribution on, redeem,
purchase or otherwise acquire any Ordinary Shares, except for the Specified
Redemption.


 


8.9          Issuance of Securities.  Issue
or enter into a contract to issue any Equity Securities.


 


16





















 


SECTION 9.  ANTI-DILUTION PROTECTION.


 


The Investor shall
have the right and option to purchase up to its pro rata share of New
Securities (as defined below) which the Company may, from time to time, propose
to sell and issue to any third party, on the same terms and at the same price
that the Company proposes to sell and issue to such third party.  The Investor’s pro rata share, for purposes
of this right, is the ratio of the number of Fully Diluted Ordinary Shares
owned by the Investor immediately prior to the issuance of New Securities to
the total number of Fully Diluted Ordinary Shares outstanding immediately prior
to the issuance of New Securities.  For
the purposes of clarity, it is the parties intent that from and after the
closing of the transactions contemplated by the Purchase Agreement and the
concurrent closing of the Specified Redemption, and except as contemplated by Section 5
and Section 10.2 hereof, the Investor shall at all times during the term
of this Agreement own 40% of the Company’s Fully Diluted Ordinary Shares. The
reference to 40% in the immediately preceding sentence shall from time to time
automatically be deemed increased or decreased, as the case may be, as a result
of increases or decreases in the Investor’s percentage ownership resulting
directly from the Investor’s exercise of its rights under Sections 2 or 4.2
above. This right shall be subject to the following provisions:


 


(a)           “New Securities” shall mean any share capital (including
Ordinary Shares) of the Company whether now authorized or not, and rights,
options or warrants to purchase such share capital, and securities of any type
whatsoever that are, or may become, convertible into share capital; provided that the term “New
Securities” does not include: (i) securities
purchased or issued under the Purchase Agreement; (ii) securities
issued in a Qualified IPO; (iii) securities
issued in connection with any share split or share dividend of the Company as a
result of which the of ratio of the number of Fully Diluted Ordinary Shares
owned by the Investor to the total number of Fully Diluted Ordinary Shares
outstanding remains unchanged; and (iv) securities issued pursuant to the
conversion or exercise of convertible or exercisable securities or options
issued or granted as of the date hereof under the Company’s 2005 Stock
Incentive Plan.


 


(b)           In
the event the Company proposes to undertake an issuance of New Securities, it
shall give the Investor written notice of its intention, describing the type of
New Securities, their price and the general terms upon which the Company
proposes to issue the same.  If the
Investor elects to exercise its right to anti-dilution protection under this Section 9,
the Investor shall, within twenty (20) business days of its receipt of the
notice from the Company, deliver a written notice to the Company setting forth
the number of New Securities it wishes to purchase from the Company and the
aggregate purchase price.  The Company
shall issue to the Investor its pro rata share of the New Securities in
exchange for such purchase price.


 


(c)           The
provisions of this Section 9 shall not in any way limit the other provisions
of this Agreement, including but not limited to the provisions of Sections 7
and 8 hereof.


 


SECTION 10.  QUALIFIED
IPO.


 


10.1        Investor Assistance. 
At the Company’s request, the Investor shall in good faith cooperate
with the Company in order to facilitate the Company’s plans to effect a
Qualified IPO,


 


17





















 


and in connection with
the foregoing the Investor shall take such actions as may be reasonably
requested from time to time by the Company. 
The parties understand and hereby agree that the Investor will not sell
any Shares as part of a Qualified IPO.


 


10.2        Qualified IPO Shares. 
In the event the Company consummates a Qualified IPO prior to the third
anniversary of the date of this Agreement, at or concurrently with the sale of
the Company’s Ordinary Shares pursuant to such Qualified IPO, the Investor
shall have the right to acquire directly from the Company at the Qualified IPO
price per share, an interest in the Company which subsequent to the consummation
of its Qualified IPO shall constitute fifty-one percent (51%) of the Company’s
Fully Diluted Ordinary Shares and shall entitle the Investor to seventy percent
(70%) of the voting power of the Company’s Fully Diluted Ordinary Shares.


 


SECTION 11.  BOARD
OF DIRECTORS.


 


(a)           Each
of the parties to this Agreement shall take all actions within their respective
power, including but not limited to, the voting of all share capital of the
Company owned by them, required to cause no less than forty percent (40%) of the
Board of Directors of the Company (the “Board of Directors”)
to consist of representatives designated from time to time by the Investor (the
“Investor Directors”) at all times. The
representatives initially designated to the Board of Directors by the Investor
shall be Andrew J. McKelvey and two other directors to be designated by the
Investor on or after the date of this Agreement.  The appointment of the three representatives of
the Investor shall be effective as of the date of this Agreement or, if later,
the date of designation by the Investor. 
Notwithstanding the foregoing, at no time shall the Investor Directors
constitute less than forty percent (40%) of the members of the Board of
Directors, in the event the size of the Board of Directors is increased or
decreased from time to time.


 


(b)           In
the event any director elected to the Board of Directors after being designated
by the Investor as a candidate for membership pursuant to this Section 11
dies, resigns, is removed or otherwise ceases to serve as a member of the Board
of Directors, the Company shall give notice thereof to the Investor and the
Investor shall promptly designate a successor and notify the Board of Directors
of its selection, and the Board of Directors shall act promptly to fill the vacancy
with such designee in accordance with this Section 11, the Company’s
Memorandum of Association and Articles of Association.


 


(c)           Each
party hereto hereby agrees to cast such party’s votes for, or give such party’s
written consent to, the removal of a designee of the Investor on the Board of
Directors at any time upon receipt of instructions in writing to such effect,
signed by the Investor.


 


(d)           The
Board of Directors of the Company shall have no right to fill any vacancy on
the Board for which the Investor has the right to designate a candidate unless
such vacancy is filled by a designee of the Investor having the right to
designate such director.


 


(e)           The
directors of the Company shall be insured by the Company as set forth in Section 7.8,
through the purchase of director’s liability insurance in such amount as is
determined by the Board of Directors, and shall be indemnified by the Company
to the fullest extent provided under applicable law.


 


18





















 


(f)            The
voting agreements contained herein are coupled with an interest and may not be
revoked during the term of this Agreement.


 


SECTION 12.  NON-COMPETITION;
CONFIDENTIALITY.


 


12.1        Non-competition.  (a)  Each of the Investor and
Monster agrees that for a period of three (3) years after the date hereof, it and
its subsidiaries will not engage, directly or indirectly, in the Internet job
board business in or into China, it being understood, however, that the
foregoing shall not in any way be deemed to preclude: (i) posting of jobs or
acquisition of resume licenses, the viewing of jobs or posting of resumes, or
use of any other services or products by persons or entities based in China on
any websites of Monster or its subsidiaries not based in or targeted to China
(except as otherwise provided in (ii) and (iii) below; (ii) any and all current
or future activities of or relating to the Hong Kong job board of Monster or
its subsidiaries, currently located at www.monster.com.hk
<<http://www.monster.com.hk>>, including but not limited to posting
of jobs or acquisition of resumes licenses, the viewing of jobs or posting of
resumes, or use of any other services or products by persons or entities based
in China, whether or not such site is targeted to China (including but not
limited to programs similar to the “Destination China” program currently
available through <<http://destinationchina.comonster.com.hk>>);
and (iii) any and all activities
relating to the recruitment advertising business of Monster and its subsidiaries
including, without limitation, the placement of help wanted advertisements in
newspapers and online job boards of those who may be competitors of the
Company, whether or not such businesses are located in or targeted to China, it
being understood that the recruitment advertising business of Monster and its
subsidiaries is, among other things, in the process of applying for
representative office status in Shanghai and is anticipated to be involved in
the development of interactive products and online job boards for clients
within China and elsewhere.


 


(b)           Each
Existing Shareholder agrees that for a period of three (3) years after the date
hereof, neither it nor any of its affiliates will, directly or indirectly,
engage in the Internet job board business in or into China.


 


(c)           Notwithstanding
the foregoing, nothing contained in this Section 12.1 shall prohibit the
Investor, Monster, the Existing Shareholders nor any of their respective
affiliates from owning not more than an aggregate of five percent (5%) of any
class of stock of any company engaged directly or indirectly in the business in
China which is listed on a national securities exchange or traded in the
over-the-counter market. The Investor, Monster and each Existing Shareholder
acknowledges that the restrictions set forth herein are reasonable, valid and
necessary for the protection of the legitimate interest of the Company.


 


12.2        Confidentiality. 
The Company and each Existing Shareholder agrees to maintain the
confidentiality of the transactions contemplated by this Agreement and the
Purchase Agreement and not to use the Monster name or any abbreviation or
derivation thereof or hold itself out as having an affiliation with Monster,
except to the extent otherwise (i) required by law or the regulations of
applicable securities exchanges or (ii) consented to by the Investor or
Monster.  It is understood that a press
release and certain other general public disclosure is intended to be issued
and made by the Company in connection with the consummation of the transactions
contemplated hereby and by the Purchase Agreement and that such press release
and


 


19





















 


the form and content of
any such general public disclosure shall be subject to the prior review and prior
approval of Monster.


 


SECTION 13.  MISCELLANEOUS.


 


13.1        Governing Law. 
This Agreement shall be governed by and construed under the laws of the
State of New York, without regard to that state’s conflicts of laws principles.


 


13.2        Amendment.  Any
provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively
or prospectively) only by the written consent of the Company, the Investor,
Monster and the holders of a majority of the then outstanding Ordinary Shares.


 


13.3        Termination.  The
rights and obligations set forth in Sections 7.1 and 7.2 shall terminate upon
the closing of a public offering by the Company which results in the Company
being required to file periodic reports under the Exchange Act.  Except for those set forth in Sections 12 and
13.11, all other rights and obligations established in this Agreement shall
terminate upon the earliest of (a) the closing
of a Qualified IPO (subject to concurrent compliance with the provisions of Section 10.2
above), (b) the closing of the Company’s sale
of all or substantially all of its assets or the acquisition of the Company by
another entity by means of a merger or consolidation resulting in the exchange
of the Company’s outstanding share capital for securities or consideration
issued, or caused to be issued, by the acquiring entity, its subsidiary or
another third party, provided that such sale has been approved by at least one
Investor Director or (c) the closing, if any, of the options contemplated by
Sections 5.3, 5.6, 5.9 or 5.12 hereof.


 


13.4        Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by United States first-class mail, postage prepaid,
sent by facsimile or delivered by a courier addressed (a) if
to a Shareholder, as may be indicated on Schedule A hereto, or at
such other address as such holder or permitted assignee shall have furnished to
the Company in writing, (b) if to the Investor, at the address or facsimile
number indicated on the signature page hereof or (c) if
to the Company, at the address or facsimile number indicated for the Company on
the signature page hereof.  All such
notices and other written communications shall be effective on the date of
mailing, the time of confirmed facsimile transmission or the date of delivery
if delivered by a courier, as the case may be. 
Changes of address, telephone or facsimile numbers may be made by
notices provided for herein.


 


13.5        Severability.  In
the event one or more of the provisions of this Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


13.6        Counterparts; Originals. 
This Agreement may be executed in two or more counterparts and delivered
via facsimile signature, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.  This Agreement may be


 


20





















 


executed or delivered by
telecopy or facsimile and execution in such manner shall constitute an
original.


 


13.7        Entire Agreement; Consent; Termination of Agreements.  This Agreement constitutes the entire
agreement between the parties relative to the specific subject matter
hereof.  Any previous agreement among the
parties relative to the specific subject matter hereof is superseded by this
Agreement.  By their execution of this
Agreement, the parties hereto who were parties to the Old Agreements are, with
respect to the transactions contemplated hereby and by the Purchase Agreement,
waiving their rights of participation arising out of, and giving such consent
as may otherwise be required under the terms of each of the Old
Agreements.  By their execution of this
Agreement, the Company and the parties hereto who were parties to any of the
Old Agreements agree that the rights and obligations set forth in each of the
Old Agreements are automatically terminated and of no further force and effect
as of the date hereof.


 


13.8        Further Assurances. 
The parties agree, from time to time and without further consideration,
to execute and deliver such further documents and take such further actions as
reasonably may be required to implement and effectuate the transactions
contemplated in this Agreement.


 


13.9        Successors and Assigns; Shareholders. 
Except as otherwise provided herein, this Agreement will
bind and inure to the benefit of and be enforceable by the Company and its
successors and assigns and the Shareholders and the Investor and any subsequent
holder of Ordinary Shares and the respective successors and assigns of each of
them, so long as they hold such shares. 
None of the provisions hereof shall create, or be construed or deemed to
create, any right to employment in favor of any person by the Company.  This Agreement is not intended to create any
third party beneficiaries. 
Notwithstanding anything to the contrary contained herein, any holder of
Ordinary Shares may become party to this Agreement in such capacity by
executing and delivering a counterpart signature page to this Agreement and if
accepted by the Company and the Investor through delivery of their respective
signature pages to such holder, no further action or consent shall be required
by any Shareholder.  Any person so added
to this Agreement shall be listed on Schedule A hereto and shall
thereafter be deemed to be a Shareholder for all purposes of this
Agreement.  For the purposes of clarity,
it is understood and agreed that the term “Shareholder” as used herein, does
not include or refer to the Investor.


 


13.10      Attorney Fees.  In
the event that any dispute among the parties to this Agreement should result in
litigation, the prevailing party in such dispute shall be entitled to recover
from the losing party all fees, costs and expenses of enforcing any right of
such prevailing party under or with respect to this Agreement, including
without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and
expenses of appeals.


 


13.11      “Market Stand-Off” Agreement. Except as otherwise
contemplated by or permitted in this Agreement and except for transfers to
Affiliates, the Investor agrees that from the date hereof until the date which
is 365 days after the effective date of a registration statement which is
actually utilized in conjunction with a Qualified IPO (the “Stand-Off
Period”), it shall not sell or otherwise transfer or dispose of any
Ordinary Shares of the Company held by the Investor.  Further, except as otherwise contemplated by
or permitted in this Agreement, the


 


21





















 


Investor agrees that
during the Stand-Off Period, the Investor will not purchase or otherwise
acquire additional Ordinary Shares.  The
foregoing restrictions shall expire with respect to the Investor on the third
anniversary of the date of this Agreement if the Company has not consummated a
Qualified IPO prior to such date.  The
Company may impose stop-transfer instructions with respect to the Ordinary
Shares held by the Investor subject to the foregoing restriction until the end
of the Stand-Off Period.


 


13.12      Specific Performance. 
The parties hereby declare that it is impossible to measure in money the
damages which will accrue to a party hereto by reason of a failure to perform
any of the obligations under this Agreement. 
Therefore, in addition to all other rights and remedies, all parties
hereto shall have the right to specific performance of the obligations of the
other parties under this Agreement, and if any party hereto shall institute any
action or proceeding to enforce the provisions hereof, any person (including
the Company) against whom such action or proceedings is brought hereby waives
the claim or defense therein that such party has or have an adequate remedy at
law, and such person shall not urge in any such action or proceeding the claim
or defense that such remedy at law exists.


 


22





















 


The foregoing
Shareholders Agreement is hereby executed as of the date first above written.


 


	
   

  	
  CHINA HR.COM
  HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Xu Xin

  
	
   

  	
   

  	
  Name:

  	
  (Kathy)
  Xu Xin

  
	
   

  	
   

  	
  Title:

  	
  Chairperson
  of the Board

  
	
   

  	
   

  	
  Address:

  	
  4/F,
  CITIC Buildings #2

  
	
   

  	
   

  	
   

  	
  19
  Jianguomenwai Dajie

  
	
   

  	
   

  	
   

  	
  Chaoyang
  District

  
	
   

  	
   

  	
   

  	
  Beijing,
  China

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
  Fax:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  TMP
  WORLDWIDE LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  S.J.  Cooney

  
	
   

  	
   

  	
  Name:

  	
  S.J.
  Cooney

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
  Address:

  	
  622 Third Avenue

  
	
   

  	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Telephone: 
  (212) 351-7000

  
	
   

  	
   

  	
  Facsimile: 
  (917) 256-8526

  
						



 





















 


	
   

  	
  EXISTING SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  E-CAREER
  HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Xu Xin

  
	
   

  	
  Name:

  	
  (Kathy)
  Xu Xin

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOOD
  CONNECTION ENTERPRISES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jiexian Zhang

  
	
   

  	
  Name:
  (James) Jiexian Zhang

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MACINTOSH
  ASSOCIATES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wong Siu Kong

  
	
   

  	
  Name:  Wong Siu Kong

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SURBITON
  INVESTMENTS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Fu Hau Chak

  
	
   

  	
  Name:  Adrian Fu Hau Chak

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FULL
  MOON RESOURCES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leung Pak To

  
	
   

  	
  Name:
  (Francis) Leung Pak To

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAUCHAMP
  INTERNATIONAL LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yip Shiu Kwong

  
	
   

  	
  Name:  (James) Yip Shiu Kwong

  
	
   

  	
  Title:
  Director

  



 





















 


	
   

  	
  UNION
  ADVANCE GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Zhang Jianguo

  
	
   

  	
  Name:  Zhang
  Jianguo

  
	
   

  	
  Title:    Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREAT
  STRATEGIES GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lu Xuebin

  
	
   

  	
  Name:  Lu
  Xuebin

  
	
   

  	
  Title:    Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALL
  UNITED CONSULTANTS GROUP

  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Zhang Xiaowen

  
	
   

  	
  Name:  Zhang
  Xiaowen

  
	
   

  	
  Title:    Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPIRE
  PEOPLE LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tang Shengping

  
	
   

  	
  Name:  Tang
  Shengping

  
	
   

  	
  Title:    Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AS
  TO SECTIONS 5.13, 12 AND 13 ONLY:

  
	
   

  	
   

  
	
   

  	
  MONSTER
  WORLDWIDE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Myron Olesnyckyj

  
	
   

  	
   

  	
  Name:

  	
  Myron
  Olesnckyj

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
  Address:

  	
  622 Third Avenue

  
	
   

  	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Telephone: (212) 351-7000

  
	
   

  	
   

  	
  Facsimile: 
  (917) 256-8526

  
						



 





















 


SCHEDULE A


 


Existing
Shareholders:


 


E-Career Holdings Ltd


Huntlaw Building


P.O. Box 2908


George Town


Grand Cayman


Cayman Islands


 


Good Connection Enterprises Limited


P.O. Box 957


Offshore Incorporations Centre


Road Town, Tortola


British Virgin Islands


 


Macintosh Associates Limited


P.O. Box 957


Offshore Incorporations Centre


Road Town, Tortola


British Virgin Islands


 


Surbiton Investments Limited


P.O. Box 71


Craigmuir Chambers


Road Town, Tortola


British Virgin Islands


 


Full Moon Resources Limited


P.O. Box 957


Offshore Incorporations Centre


Road Town, Tortola


British Virgin Islands


 


Beauchamp International Limited


P.O. Box 957


Offshore Incorporations Centre


Road Town, Tortola


British Virgin Islands


 





















 


Union Advance
Group Limited


c/o China HR.com
Holdings Ltd.


4/F, CITIC
Buildings #2


19
Jianguomenwai Dajie


Chaoyang
District


Beijing, China


 


Great Strategies
Group Limited


c/o China HR.com
Holdings Ltd.


4/F, CITIC
Buildings #2


19
Jianguomenwai Dajie


Chaoyang
District


Beijing, China


 


All United
Consultants Limited


c/o China HR.com
Holdings Ltd.


4/F, CITIC
Buildings #2


19
Jianguomenwai Dajie


Chaoyang
District


Beijing, China


 


Empire
People Limited


c/o China HR.com
Holdings Ltd.


4/F, CITIC Buildings
#2


19
Jianguomenwai Dajie


Chaoyang
District


Beijing, China