股东协议-英文版

SHAREHOLDERS AGREEMENT

by and among A B,

C

the Management Members

(as defined herein)

and

certain other shareholders Corporation

Dated as of I, 2005

Table of Contents

1

、

Definitions

2

、

Corporate Governance

3

、

Matters that Require Approval of the Board or Shareholders

4

、

Restrictions on Share Transfer

5

、

Voting Agreement

6.

Preemptive Rights

7.

Representations and Warranties

8.

Covenants

9.

Governing Law and Dispute Resolution

10.

Miscellaneous

SCHEDULE A - FINANCIAL INVESTORS

SCHEDULE B - B COMPETITORS

SCHEDULE C - SHARE OWNERSHIP

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT

(this “Agreement”)，

dated

as

of I

，

2005 is

made and entered into by and among A a Cayman Islands A (the “A”)，

B

，

a Delaware

corporation (“B”)，

C

，

a Japanese corporation (“SOFTBANK”)，

and certain members of the

management

of

the

A

named

on

the

signature

page

hereof,

in

their

sole

capacity

as

shareholders

of

the

A

(collectively

，the

“Management

Members”

and

individually,

a

“Management Member*’）

and certain other shareholders named on the signature page

hereof

(such

other

shareholders,

B,

Cand

the

Management

Members

are

referred

to

herein collectively as the “Shareholders” and individually as a “Shareholder*’).

W]IN ESS EIH:

WHEREAS,

pursuant

to

the

terms

and

conditions

of

the

Stock

Purchase

and

Contribution Agreement (the “Purchase and Contribution Agreement”)，

dated as of August

10, 2005, by and between the A and B

，

B agreed to transfer the China Business and pay

the

Cash

Consideration

to

the

A

in

consideration

of

the

allotment

and

issuance

of

the

Primary Shares by the A to B; and

WHEREAS,

the

A,

the

Management

Members,

B

and

SOFTBANK,

and

certain

of

their

respective

Affiliates,

are

parties

to

one

or

more

Ancillary

Agreements

as

contemplated by the Purchase and Contribution Agreement;

WHEREAS, the execution and delivery of this Agreement by the Shareholders is a

condition

precedent

to

the

consummation

of

the

transactions

contemplated

by

the

Purchase and Contribution Agreement.

NOW,

THEREFORE,

in

consideration

of

the

mutual

promises,

covenants,

representations

and

warranties

set

forth

herein

and

the

mutual

benefits

to

be

derived

herefrom, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the indicated

meanings,

and

capitalized

terms

used

but

not

otherwise

defined

herein

shall

have

the

respective meanings ascribed to them in the Purchase and Contribution Agreement. All

references

to

Sections

and

Schedules

shall

be

deemed

references

to

Sections

of

and

Schedule to this Agreement unless the context shall otherwise require.

Additional Securities: as defined in Section 6.1(a).

Affiliate: of a Person means another Person that directly or indirectly through one or

more intermediaries, controls, is controlled by, or is under common control

with, the first Person, including but not limited to a Subsidiary of the first Person a

Person

of

which

the

first

Person

is

a

Subsidiary,

or

another

Subsidiary

of

a

Person

of

which the first Person is also a Subsidiary. “Control”（including the terms “controlled by1’

and

“under

common

control

with”）

means

the

possession,

directly

or

indirectly,

of

the

power to direct or cause the direction of the management policies of a person, whether

through the ownership of voting securities, by contract or other arrangement, as trustee or

executor, or otherwise.

Aggregate Remaining Shares: as defined in Section 4.3(d).

Board: the board of directors of the A.

Cause: with respect to a person, (i) gross neglect or failure to perform the duties and

responsibilities

of

such

person’s

office,

(jj)

failure

or

refusal

to

comply

in

any

ma

terial

respect with material and lawful policies and directives of the A resulting in material harm

to

the

A

and

its

Affiliates,

taken

as

a

whole,

(m)

material

breach

of

any

contract

or

agreement between such person and the A, or material breach of any statutory duty or

any

other

obligation

that

such

person

owes

to

the

A

and/or

its

Affiliates

resulting

in

material harm to the A and

its

Affiliates,

taken

as

a

whole,

(iv)

commission

of

an

act

of

fraud,

theft

or

embezzlement against the A and/or its Affiliates or involving their properties or assets, or

(v)

conviction

or

nolo

contendere

plea

with

respect

to

any

felony

or

crime

of

moral

turpitude, provided, however, that with respect to any occurrence of any of (i), (ii) or (iii),

such person shall have been given not less than 30 days1 written notice by the Board of

the Board's determination (such determination being made independent of such person, if

such person is a Board member) that such event had occurred, and such person shall

have until the end of such 30 day period following receipt of such notice to rectify or cure

such

occurrence

if

such

occurrence

is

curable

before

any

action

premised

upon

a

determination of Cause can be taken.

Change

of

Control

Transactions:⑻

the

direct

or

indirect

acquisiWon

(except

for

transactions described in clause (b) of this paragraph below), whether in one or a series of

transactions by any person (as such term is used in Section 13(d) and Section 14(d)(2) of

the Exchange Act), or related persons constituting a group (as such term is used in Rule

13d-5 under the Exchange Act), of (i) beneficial ownership (as defined in the Exchange

Act)

of

issued

and

outstanding

shares

of

capital

stock

of

the

A,

the

result

of

which

acquisition is that such person or such group possesses 25% or more of the combined

voting power of all then- issued and outstanding share capital of the A, or (n) the power to

elect, appoint, or cause the election or appointment of at least a majority of the members

of the Board (or such other governing body in the event the A or any successor entity is

not a corporation); (b) a merger, consolidation or other reorganization or recapitalization of

the A with a person or a direct or indirect subsidiary of such person, provided

that the

result of such merger, consolidation or other reorganization or recapitalization, whether in

one or a series of related transactions, is that the

holders of the outstanding shares of

capital stock of the A immediately prior to such consummation do not possess, whether

directly or indirectly, immediately after the consummation of such transaction, in excess of

75% of the combined voting power of all then-issued and outstanding capital stock of the

merged, consolidated, reorganized or recapitalized person, its direct or indirect parent, or

the surviving person of such transaction; or (c) a sale or disposition, whether in one or a

series of transactions, of all or substantially all of the A’s assets.

Claimant: as defined in Section 9.2(b).

A: as defined in the first paragraph of this Agreement.

Compliance Officers: as defined in Section 8.3.

Confidential

Information:

information

delivered

by

a

party

to

another

party

in

connection with the transactions contemplated by or otherwise pursuant to this Agreement

that

is

proprietary

in

nature

and

that

was

clearly

marked

or

labeled

or

otherwise

adequately

identified

when

received

by

such

party

as

being

confidential

information

of

such delivering party, provided that such term does not include information that (a) was

publicly

known

or

otherwise

known

to

such

receiving

party

prior

to

the

time

of

such

disclosure, (b) subsequently becomes publicly known through no act or omission by such

receiving

party

or

any

Person

acting

on

such

party’s

behalf,

or

(c)

otherwise

becomes

known to such receiving party other than through disclosure by the delivering party or any

Person with a duty to keep such information confidential.