CGEN DIGITAL MEDIA COMPANY LIMITED. AND THE BANK OF NEW YORK, as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of [·] 2007Deposit Agreement • November 23rd, 2007 • Cgen Digital Media Co LTD • Services-advertising • New York
The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , by and between CGEN Digital Media Company Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
CGEN DIGITAL MEDIA COMPANY LIMITED (an exempted company limited by shares under the laws of the Cayman Islands) 9,116,667 American Depositary Shares representing 183,333,340 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2007 • Cgen Digital Media Co LTD • Services-advertising • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2007 by and between CGEN Digital Media Co., Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Mr. , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
TAX INDEMNITY AGREEMENTTax Indemnity Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
THIS TAX INDEMNITY AGREEMENT (this “Agreement”), dated December 7, 2006, is entered into by and among CGen Digital Media Company Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and each of the parties listed on Schedule I hereto identified as an investor (each an “Investor” and collectively, the “Investors”).
Equity Pledge AgreementEquity Pledge Agreement • November 14th, 2007 • Cgen Digital Media Co LTD
(Shareholder A, Shareholder B, Shareholder C, Shareholder D and Shareholder E, including their respective successors and legal assigns, are hereinafter collectively referred to as “Pledgors”.)
CGEN DIGITAL MEDIA COMPANY LIMITED SERIES B REDEEMABLE CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT (Sale by the Company of Series B Redeemable Convertible Preferred Shares in Additional Closing for Aggregate Sale Price US$3,802,337) February 10, 2006Purchase Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
THIS SERIES B REDEEMABLE CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of February, 2006, by and among CGEN Digital Media Company Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), CGEN Media Technology Company Limited (“HK Co”), CGEN Digital Technology (Shanghai) Co., Ltd. [GRAPHIC APPEARS HERE] (“WFOE”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”), Shanghai CGEN Digital Media Network Co., Ltd. [GRAPHIC APPEARS HERE], a domestic limited liability company registered in Shanghai, PRC (“OpCo”), Chan Yi Sing (Singapore NRIC No. S1306068A), Tian Guanyong ( ) (PRC ID No. 133031651224065), Cao Xiaofeng ( ) (PRC ID No. 310112197008270052), Yao Fang ( ) (PRC ID No. 310221670521081) and Zhu Hai Guang ( ) (PRC ID No. 410423197106070010) (together with Chan Yi Sing, Tian Guanyong ( ), Cao Xiaofeng ( ) and Yao F
Call Option AgreementCall Option Agreement • November 14th, 2007 • Cgen Digital Media Co LTD
THIS CALL OPTION AGREEMENT (hereinafter referred to as “this Agreement”) made by and among the parties below (hereinafter referred to as “the Parties”) in Shanghai, China on January 16, 2006:
AMENDED AND RESTATED VIDEO INFORMATION SYSTEM COOPERATION CONTRACT BETWEEN CARREFOUR COMMERCIAL COMPANIES AND (SHANGHAI CGEN DIGITAL MEDIA NETWORK COMPANY LIMITED) September 17, 2007 SHANGHAI, PEOPLE’S REPUBLIC OF CHINAVideo Information System Cooperation Contract • November 23rd, 2007 • Cgen Digital Media Co LTD • Services-advertising
DATED as of September 14, 2007 CGEN MEDIA TECHNOLOGY COMPANY LIMITED as Chargor MEDLEY OPPORTUNITY FUND, LTD. as ChargeeDebenture • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
SHARE MORTGAGE AGREEMENTShare Mortgage Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
REGISTRATION RIGHTS AGREEMENT dated as of December 7, 2006 among CGEN DIGITAL MEDIA COMPANY LIMITED and the INVESTORSRegistration Rights Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated December 7, 2006, is made by and among CGEN DIGITAL MEDIA COMPANY LIMITED, an exempted company with limited liability under the laws of the Cayman Islands (the “Company”), and the INVESTORS (as herein defined).
CGEN DIGITAL MEDIA COMPANY LIMITED SERIES A PARTICIPATING PREFERRED SHARE PURCHASE AGREEMENT (Sale by the Company of Series A Participating Preferred Shares Aggregate Sale Price US$5,000,000) September 1, 2005Series a Participating Preferred Share Purchase Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
THIS SERIES A PARTICIPATING PREFERRED SHARES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of September, 2005, by and among CGEN Digital Media Company Limited, an exempted company with limited liability under the laws of the Cayman Islands (the “Company”), and each of the other parties listed on Schedule I hereto, (each of whom is referred to as an “Investor”).
CREDIT AGREEMENTCredit Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
This Credit Agreement dated as of September 7, 2007 is entered into between CGEN Media Technology Company Limited, a Hong Kong company (the “Borrower”), CGEN Digital Media Company Limited, a Cayman Islands company (the “Company”) and Medley Opportunity Fund Ltd. (Cayman), a Cayman Islands company (the “Lender”). The parties hereto agree as follows:
CGEN Digital Technology (Shanghai) Co., Ltd. AND CGEN Digital Media Network Co., Ltd. Exclusive Technical Consulting and Service AgreementExclusive Technical Consulting and Service Agreement • November 14th, 2007 • Cgen Digital Media Co LTD
CGEN Digital Technology (Shanghai) Co., Ltd., a wholly foreign-owned limited liability company incorporated and validly existing under the laws of the People’s Republic of China (“China”), hereinafter referred to as “Party A”; and
SHAREHOLDERS’ AGREEMENT DATED AS OF DECEMBER 7, 2006Shareholder Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of December 7, 2006, is made by and among CGEN Digital Media Company Limited, an exempted company with limited liability under the laws of the Cayman Islands (the “Company”), CGEN Media Technology Co., Ltd., a company organized under the laws of Hong Kong (“CGEN HK”), CGEN Digital Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (together with CGEN HK, the “Subsidiaries” and each a “Subsidiary”), Shanghai CGEN Digital Media Network Co., Ltd., a company organized under the laws of the People’s Republic of China (“OpCo”), Chan Yi Sing (Singapore NRIC No. S1306068A), Tian Guanyong ( ) (PRC ID No. 133031651224065), Cao Xiaofeng ( ) (PRC ID No. 310112197008270052), Yao Fang ( ) (PRC ID No. 310221670521081) and Zhu Hai Guang ( ) (PRC ID No. 410423197106070010) (together with Chan Yi Sing, Tian Guanyong ( ), Cao Xiaofeng ( ) and Yao Fang ( ), the “Founders”, an
CONTRACT FOR STRATEGIC COOPERATIONContract for Strategic Cooperation • November 14th, 2007 • Cgen Digital Media Co LTD
This Contract is entered into by and between Party A and Party B through friendly negotiation and based on the principles of equality, friendliness, honesty, credibility and reciprocity, concerning the strategic cooperation between both parties to expand the market of broadband TV in chain stores and shops, with the following terms and conditions:
ContractWarrant Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS, THE WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE SHARESWarrant Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
This Warrant is issued to Medley Opportunity Fund Ltd. (Cayman), a Cayman Islands company (the (“Holder”), by CGEN Digital Media Company Limited, a Cayman Islands company (the “Company”), pursuant to the terms of that certain Warrant Purchase Agreement (the “Agreement”) of even date herewith. Terms used but not defined herein shall have the respective meaning set forth in the Agreement.
Supplementary Agreement to Call Option AgreementSupplementary Agreement to Call Option Agreement • November 14th, 2007 • Cgen Digital Media Co LTD
THIS SUPPLEMENTARY AGREEMENT to Call Option Agreement (“this Supplementary Agreement”) is made by the parties below (“the Parties”) in Shanghai, China July 25, 2007:
GUARANTY AGREEMENTGuaranty Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 14th, 2007 • Cgen Digital Media Co LTD
Share Restriction AgreementShare Restriction Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • Hong Kong
SHARE RESTRICTION AGREEMENT made this 10th day of February, 2006 by and among (i) CGEN Digital Media Company Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), (ii) holders of Ordinary Shares whose names are set forth under the heading “Management Shareholders” on Schedule I hereto and each person who shall, after the date hereof, acquire Ordinary Shares and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Exhibit A hereto (the persons described in this clause (ii) such persons being referred to collectively as the “Management Shareholders” and singularly as a “Management Shareholder”) and (iii) those persons whose names are set forth under the heading “Investors” on Schedule I hereto (the persons described in this clause (iii) being referred to collectively as the “Investors”).
CGEN Digital Media Company Limited.Deposit Agreement • November 15th, 2007 • Cgen Digital Media Co LTD • Services-advertising
Re: Deposit Agreement dated as of , 2007, (the “Deposit Agreement”) by and among CGEN Digital Media Company Limited, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts
CGEN DIGITAL MEDIA COMPANY LIMITED SERIES C PREFERRED SHARES PURCHASE AGREEMENT December 5, 2006Purchase Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
THIS SERIES C PREFERRED SHARES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 5, 2006, by and among CGEN Digital Media Company Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), CGEN Media Technology Company Limited (“CGEN HK”), CGEN Digital Technology (Shanghai) Co., Ltd. (GRAPHIC(GRAPHIC)GRAPHIC) (“WFOE”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China, Shanghai CGEN Digital Media Network Co., Ltd. (GRAPHIC), a domestic limited liability company registered in Shanghai, PRC (“OpCo”), Chan Yi Sing (Singapore NRIC No. S1306068A), Tian Guanyong ( ) (PRC ID No. 133031651224065), Cao Xiaofeng ( ) (PRC ID No. 310112197008270052), Yao Fang ( ) (PRC ID No. 310221670521081) and Zhu Hai Guang ( ) (PRC ID No. 410423197106070010) (together with Chan Yi Sing, Tian Guanyong ( ), Cao Xiaofeng ( ) and Yao Fang ( ), the “Founders”, and each a “Founder”; and to
In-Store Network Operating AgreementIn-Store Network Operating Agreement • November 14th, 2007 • Cgen Digital Media Co LTD
This In-Store Network Operating Agreement (“Agreement”) dated as of September 10th, 2007 (the “Effective Date”) is entered into by and between Shanghai CGEN Digital Media Network Company Limited (“CGEN”) on the one side, and referred to as “Advertiser” in this Agreement and Wal-Mart (China) Investment Company, Ltd., (The “Retailer”), as the agent of its affiliates listed in Exhibit E, on the other side. In consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York
This Warrant Purchase Agreement, dated as of September 11, 2007 (this “Agreement”) is entered into by and between CGEN Digital Media Company Limited, a Cayman Islands company (the “Company”), and Medley Opportunity Fund Ltd. (Cayman), a Cayman Islands company (the “Investor”). On the terms and subject to the conditions set forth herein, the Investor is willing to purchase from the Company, and the Company is willing to sell to the Investor, a warrant to acquire shares of the Company’s capital stock in consideration for the loan by the Investor to the Borrower pursuant to that certain Credit Agreement, dated as of September 7, 2007, by and among the Investor, the Company and its Affiliates party thereto (the “Credit Agreement”). Terms used but not defined herein shall have the respective meaning set forth in the Credit Agreement.
