CHINA MOBILE MEDIA TECHNOLOGY INC.
EXECUTION
VERSION
CHINA
MOBILE MEDIA TECHNOLOGY INC.
JANUARY
11, 2008
To: The
investor listed on Schedule
A (the
“Investor”)
Re: Information
and Inspection Rights Ladies and Gentlemen:
This
letter will confirm our agreement that pursuant to and effective as of your
purchase of certain Guaranteed Senior Notes due 2014 (the “Notes”)
to
be
issued by Magical Insight Investments Limited (“Magical
Insight”),
a
British
Virgin Islands corporation, and warrants (the “Warrants”, with
the
Warrants and the Notes collectively referred to as the “Securities”)
issued
by
China Mobile Media Technology Inc. (the “Company”)
pursuant
to the applicable securities purchase agreement (the “Securities
Purchase Agreement”)
dated
December 28, 2007 among the Company, the Investor and the other parties thereto,
the Investor (and its successors and assigns) shall be entitled to the following
contractual rights to certain financial information, inspection rights, and
other rights specifically provided herein:
1. Subject
to the Company’s compliance with applicable laws and regulations and
except
for information already provided to the Trustee pursuant to the Indenture,
the
Company will concurrently furnish to the Investor all material information
(at
the address set forth on Schedule
A hereto
or
at such other address as the Investor may notify the Company in writing)
provided
generally to all shareholders (including but not limited to financial
statements, details of
material contracts, and acquisitions or disposals of material assets and public
filings with the trading market on which any of the Company’s capital stock is
traded and the relevant regulatory authorities); provided,
however, that
any
such information filed on the Securities and Exchange Commission’s XXXXX
database need not be separately furnished.
2. The
Company will use its commercially reasonable efforts to provide the Investor
with
access to the books and records of the Company at all such reasonable times
and
as often as may be reasonably requested upon reasonable notice, provided
that
any
visit by the Investor shall not unduly interrupt the daily operation of the
Company and shall not be more frequent than quarterly if no event of default
has
occurred and is continuing under the indenture for the Notes, provided
further that
access to communications between the Company and its subsidiaries with
its
attorneys need not be provided.
Information,
financial statements and other documents provided to the Investor or
developed
pursuant to numbered paragraphs 1 and 2 above shall constitute “Confidential
Information”
for
the
purposes of this Agreement. The Investor agrees that it will keep confidential
and will not disclose, divulge, or use for any purpose (other than to monitor
its investment in the Company) any Confidential Information obtained from the
Company pursuant to the terms of this letter, unless such Confidential
Information (a) is known or becomes known to the public in general (other than
as a result of a breach of this Agreement by such Investor), (b)
is or
has been independently developed or conceived by the Investor without use of
the
Company’s Confidential Information, or (c) is or has been made known or
disclosed to the Investor by a third party without a breach of any obligation
of
confidentiality such third party may have to the Company; provided,
however, that
the
Investor may disclose Confidential Information (i) to its attorneys,
accountants, consultants, and other professionals to the extent necessary to
obtain their services in connection with monitoring its investment in the
Company; (ii) to any bona fide prospective purchaser of any securities from
the
Investor, if such prospective purchaser agrees to be bound by the provisions
of
this letter; and (iii) to any affiliate, partner, member, stockholder, or wholly
owned subsidiary of the Investor in the ordinary course of
business.
The
rights described herein shall terminate and be of no further force or effect
at
such time as the Investor (together with its affiliates) holds neither (a)
a
principal amount of the Notes of at least RMB150,000,000, nor (b) an amount
of
the Company’s common stock, par value $.001, constituting at least 3.5% of the
Company’s issued and outstanding common stock on a fully diluted basis. The
confidentiality obligations referenced herein will survive any such
termination.
Any
dispute, controversy or claim arising out of or in connection with this
Agreement shall be settled through negotiation between the parties; if the
parties fail to resolve such dispute within sixty (60) days after the date
such
negotiation was first requested in writing by either party, it shall be settled
by arbitration at the Hong Kong International Arbitration Center (the
“HKIAC”)
under
the
UNCITRAL Arbitration Rule. In the case of any conflict between the terms of
this
Agreement and the International Chamber of Commerce International Arbitration
Rules (“ICC
Rules”),
the
terms
of this Agreement shall prevail. The arbitral tribunal shall consist of three
arbitrators, with one appointed by the Executive, one appointed by the
Purchasers and a third neutral arbitrator to be appointed by the other two
party-appointed arbitrators, who shall not be a citizen of the PRC and who
shall
act as the chairman of the tribunal. The parties agree to the appointment of
arbitrators who are not on HKIAC’s Panel of Arbitrators. If either party fails
to appoint an arbitrator within the time specified in the ICC Rules or if the
two party-appointed arbitrators fail to jointly appoint the third neutral
arbitrator within the time specified in the ICC Rules, the Chairman of HKIAC
shall make such an appointment. The arbitration shall be conducted on a
confidential basis. All arbitration proceedings
shall be held in English. Any arbitration award made by the arbitration panel
shall be
final
and binding on the parties and may be entered and enforced in any court of
competent jurisdiction. The parties shall submit to the jurisdiction of any
such
court for purposes of the enforcement of any such award. Notwithstanding the
foregoing agreement to arbitrate, the parties expressly reserve the right to
seek provisional relief from any court of competent jurisdiction to preserve
their respective rights pending arbitration.
[signature
page follows]
2
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
| CHINA MOBILE MEDIA TECHNOLOGY INC. | ||
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[SIGNATURE
PAGE TO INFORMATION RIGHTS AND INSPECTION AGREEMENT]
| ABAX LOTUS LTC. | ||
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NAME
AND ADDRESS OF THE INVESTOR
Abax
Lotus Ltd.
c/o
Abax
Global Capital (Hong Kong) Limited
Suite
6708, 67/F Two International Finance Centre
0
Xxxxxxx
Xxxxxx
Central,
Hong Kong SAR
Attn:
Chairman of the Board
Fax:
x000
00000000
[SIGNATURE
PAGE TO INFORMATION RIGHTS AND INSPECTION AGREEMENT]
