China Marketing Media, Inc. Sample Contracts

AGREEMENT FOR SHARE EXCHANGE
Share Exchange Agreement • June 9th, 2005 • Derby Resources, Inc. • Non-operating establishments • Nevada

THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of February 7, 2005, by and among DERBY RESOURCES, INC., a Nevada corporation (“DERBY”), MEDIA CHALLENGE HOLDINGS LIMITED, a British Virgin Islands corporation (“MEDIA”), and the Shareholders of MEDIA listed in Exhibit A who execute this Agreement (collectively the “SHAREHOLDERS”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 9th, 2012 • Derby Resources, Inc. • Non-operating establishments • Nevada

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 1ST day of July, 2012 (“the Effective Date”), by and among Kuba Farbiarz, as agent for the entities and individuals listed on Exhibit B herein, (hereinafter referred to as “Buyer” or “Buyers”) and Mid-Continental Securities Corp. as agent for the individuals listed on Exhibit A, (hereinafter collectively referred to as “Seller” or “Sellers”).

Entrustment Agreement of Shenzhen Media Investment Co., Ltd
Entrustment Agreement • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

This agreement is made hereby by both parties listed as below in the conference room of Shenzhen Media Investment Co., Ltd on Nov.20, 2004.

Operation Management Right Contracting Agreement Amendment
Operation Management Right Contracting Agreement • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

This agreement is made by both parties listed as below in the conference room of Sales and Marketing Publishing House in January 8th, 2004.

Shenzhen Media Investment Co. Ltd Agency Agreement For Distribution of 2004
Agency Agreement • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

In order to further define the right, responsibility and obligation of the Media Investment Co. Ltd and the distributor and to standardize the distribution of Sale and Marketing Magazine, the two parties both agree to enter into this agreement in accordance with the principle of mutual benefit and common development.

Agreement for Issuing Abroad
Agreement for Issuing Abroad • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments
Advertisement Agency Contract For China Marketing Magazine (Marketing Edition)
Advertisement Agency Contract • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

Party A and Party B enter into this contract upon bilateral consents though negotiation, of authorizing Party B an agent of Party A’s advertisement business in marketing edition. The terms of the contracts are as following:

General Agency Agreement for Distribution in Beijing
General Agency Agreement • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

This agreement is entered into by both parties concerned hereby through amicable consultation on Party A’s appointing Party B as the general agent of distributing Party A’s Periodical in Beijing on the basis of equality and mutual benefit on Dec.1, 2003.

Shenzhen Media Investment Co. Ltd Agency Agreement for Distribution of 2004
Agency Agreement • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

Both parties have achieved bilateral consent through consultation, Party A authorizes Party B as the sole distribution agent of the first semimonthly of China Marketing Magazine through the secondary marketing channel of certain provinces in China. The terms of this contract are stated as following:

CANCELLATION AGREEMENT
Cancellation Agreement • January 10th, 2006 • China Marketing Media, Inc. • Non-operating establishments • Nevada

THIS AGREEMENT is made and entered into this 29 day of December, 2005, to be effective as of February 7, 2005 (the “Effective Date”), by and between China Marketing Media, Inc. (the “China Marketing”) (former name Derby, Inc. (the “Derby”)), a Nevada corporation, (“Derby”), Media Challenge Holdings Limited, A British Virgin Islands corporation (“Media”), and LI Yingsheng, DING Xiaofeng and REN Dongsheng. (collectively referred to as the “Shareholders”).

Advertisement Agency Contract For the First Level Agent of China Marketing Magazine (Strategy Edition)
Advertisement Agency Contract • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

Party A and Party B enter into and sign agreement as follows through amicable consultation on Party B acting as the agent of Party A’s brand advertisement in China Marketing Magazine (Strategy Edition) to integrate and exert both parties’ respective advantages in resource and get mutual benefit to meet the mutual demand of both parties’ development in their enterprises.

Advertisement Agency Contract For the First Level Agent Of China Marketing Magazine (Strategy Edition)
Advertisement Agency Contract • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

Party A and Party B enter into and sign agreement as follows through amicable consultation on Party B acting as the agent of Party A’s brand advertisement in China Marketing Magazine (Strategy Edition) to integrate and exert both parties’ respective advantages in resource and get mutual benefit to meet the mutual demand of both parties’ development in their enterprises.

Operation Management Right Contracting Agreement
Operation Management Right Contracting Agreement • November 29th, 2005 • China Marketing Media, Inc. • Non-operating establishments

Party A is a large-scale publishing house authorized by the news publication departments of the state and Henan province.

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