0001193125-05-063114 Sample Contracts

DATED 17 DECEMBER 2004 SHAREHOLDERS AGREEMENT BETWEEN VISHAL GONDAL PRANATH GONDAL SHASHI GONDAL DEEPAK CHANDAPPA AIL HARPREET VISHAL GONDAL KIRAN JAGANNATH NAYAK MAHENDRA VASUDEO PATEL CYRIL FERRY AND INDIAGAMES LIMITED (“COMPANY”) AND TOM ONLINE...
Shareholders Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc.

Each of the transferor(s) and transferee(s) of any Share under this Article 5 shall pay its own costs and disbursements (including, without limitation, stamp duty and legal fees) of and incidental to such transfer of Share(s) pursuant to this Article 5.

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LOAN AGREEMENT
Loan Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc.

The Borrower, a shareholder of Beijng LingXun Interactive Science Technology and Development Co., Ltd(the “Borrower Company”), a limited liability company registered in China, owns 51% of the equity in Borrower Company (the “Borrower Equity”).

Exclusive Share Option Agreement
Exclusive Share Option Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc. • Beijing

In the Agreement, Party A, Party B and Party C shall be hereinafter individually referred to as a “Party” and collectively as the “Parties”.

AGREEMENT on Sales and Purchase of the Entire Outstanding Shares of TBIL
Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc. • Hong Kong

Party A: TOM ONLINE MEDIA GROUP LIMITED, whose registered address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

Business Operations Agreement
Business Operations Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc.

This Business Operations Agreement (“Agreement”) is executed by and among the following parties on the date of August 11 2004 (“Effective Date”):

Date: , 2004 TOM ONLINE MEDIA GROUP LIMITED ZHANG DONG JIA SHU YUN and KEY RESULT HOLDINGS LIMITED
Breach of Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc. • Hong Kong
BY AND BETWEEN CENG DONG YI (BEIJING) TECHNOLOGY COMPANY LIMITED AND DU YING SHUANG
Share Pledge Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc.

In this Agreement the above Pledgee and Pledgor shall be referred to individually as a “Party” and collectively as the “Parties”.

EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT
Exclusive Technical and Consulting Services Agreement • March 29th, 2005 • Tom Online Inc • Services-computer programming, data processing, etc.

This Exclusive Technical and Consulting Services Agreement (the “Agreement”) is entered into as of August 11, 2004 between the following two parties:

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