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