(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
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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.