AUTHORIZATION AGREEMENT
This
Authorization Agreement (the “Agreement”)
is
entered into as of November, 28 , 2008, by and between:
Party
A:
Ju Bingzhen (巨秉珍),
a PRC
citizen with ID number of ______________;
Party
B:
Xxxxxxx Dash, a United States of America citizen with Passport card No.
_____________.
Party
A
and Party B are referred herein collectively as “Parties”,
and
each as a “Party”.
Whereas:
1. Party
A
owns 40% equity interests in Beijing Yinselingdong Advertising Co., Ltd.
(北京栍綎灵动广告有榰公司)
(“YSLD”);
2. Party
A
intends to authorize Party B to exercise his 40% equity interests right in
YSLD;
3. Party
B
agrees and acknowledges such authorization.
NOW
THEREFORE, the Parties hereto agree as follows:
1. Party
A
hereby irrevocably authorize Party B to exercise the following powers and rights
during the term of this Authorization Agreement: To exercise at the
shareholders' meetings of YSLD the full voting rights of Party A being the
shareholder of YSLD, including but not limited to, the voting rights regarding
the sale or transfer of any or all of the shares of YSLD held by Party A, acting
as Party A’s authorized representative at the shareholders’ meeting of YSLD to
designate and appoint the directors of YSLD and executing and/or stamping,
for
and on behalf of the undersigned, such resolutions adopted at any shareholders’
meeting of YSLD and any other documents pertinent to the exercise of any of
the
rights of the undersigned in its capacity as a shareholder of YSLD that requires
its execution.
2. Party
B,
as the authorized person, covenants and agrees to comply with relevant PRC
laws
and regulations in the course of exercising the rights granted to him by Party
A
pursuant to Section 1 above.
3. The
term
of this Agreement is ten (10) years commencing from the execution date of this
Agreement unless the earlier termination of the Exclusive Technical,
Operational, Business Consulting and Services Agreement executed by Legend
Media
(Beijing) Information and Technology Co., Ltd. (乐君ø北京÷信息技术有榰公司)
, YSLD,
Xxx Xxx (穥伟)
and
Party A for any reason.
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4. This
Agreement shall be governed by and construed in accordance with relevant laws
and regulations of PRC.
5. Any
dispute, controversy or claim arising out of or relating to this Agreement,
or
the interpretation, breach, termination or validity hereof shall be resolved
through consultation. Such consultation shall begin immediately after one Party
hereto has delivered to the other Party hereto a written request for such
consultation. If within thirty (30) days following the date on which such notice
is given the dispute cannot be resolved, the dispute shall be submitted to
arbitration upon the request of either Party with notice to the
other.
All
disputes arising out of or in connection with this Agreement shall be submitted
to the Hong Kong International Arbitration Centre (the “HKIAC”)
for
arbitration in Hong Kong, which shall be conducted in accordance with HKIAC’s
arbitration rules then in effect. The arbitral tribunal shall comprise three
arbitrators, two appointed by the Purchaser and the Sellers respectively and
the
third appointed jointly by the two arbitrators. The language of the arbitration
shall be in Chinese.
6. This
Agreement is executed in both English and Chinese, with equal validity and
legal
effect.
7. This
Agreement shall take effect on the date and year first above written with the
Parties’ signature.
[SIGNATURE
PAGES FOLLOW]
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IN
WITNESS THEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first set forth above.
[SIGNATURE
PAGE OF AUTHORIZATION AGREEMENT]
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