0001193125-08-149940 Sample Contracts

INVESTMENT AGREEMENT BY AND AMONG CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP. CTF CAPITAL LTD. HAPPY INDIAN OCEAN LIMITED AND ARCTIC SPRING LIMITED DATED AS OF JUNE 24, 2008
Investment Agreement • July 11th, 2008 • China Mass Media International Advertising Corp. • New York

A China Mass Media International Advertising Corp., an exempted company established and existing under the laws of the Cayman Islands (the “Company”);

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INVESTOR RIGHTS AGREEMENT BY AND AMONG CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP. HAPPY INDIAN OCEAN LIMITED ARCTIC SPRING LIMITED SHENGCHENG WANG WINNER WIDE LIMITED CTF CAPITAL LTD. GOLDCORN DEVELOPMENT LIMITED JUMBO RIGHT HOLDINGS LIMITED...
Investor Rights Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

WHEREAS, the Company, the Existing Shareholders and Winner Wide are parties to an investment agreement, dated as of June 24, 2008 (the “WW Investment Agreement”), pursuant to which Winner Wide has agreed to purchase from the Existing Shareholders, and the Existing Shareholders have agreed to sell to Winner Wide, 24,820 Series A Preferred Shares on the terms and conditions thereof;

ADVERTISING AGENCY AGREEMENT ON 2008 CHINESE NEW YEAR GALA PROGRAM
Advertising Agency Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

After consultations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (the “Agreement”) in connection with advertising agency services for the 2008 Chinese New Year Gala program and advertising packages during the Chinese New Year holidays:

Form of Key Employee Employment Agreement
China Mass Media International Advertising Corp. • July 11th, 2008

On behalf of China Mass Media International Advertising Corp., a limited liability company organized under the laws of the Cayman Islands (the “Company”), I am pleased to offer you the following appointment upon and subject to the following terms and conditions:

Non-competition Agreement between Mr. Wang Shengcheng, Ms. Zhang Kun, Mr. Wang Zhiyi and Ms. Zhang Wenkai and Mass Media & Universal International Advertising Company Ltd.
Non-Competition Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

This Non-competition Agreement (hereinafter referred to as this “Agreement”) is entered into as at January 31, 2008 in Beijing, People’s Republic of China by and between:

Assets Transfer Agreement Between Mass Media International Advertising Company Ltd. And Mass Media & Universal International Advertising Company Ltd. December 29, 2007
Assets Transfer Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

This Assets Transfer Agreement (this “Agreement”), dated as of December 29 2007, is entered into by and between the following two parties in Beijing, the People’s Republic of China (the “PRC”):

Advertising Agency Strategic Cooperation Framework Agreement
Advertising Agency Strategic Cooperation Framework Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

This Advertising Agency Strategic Cooperation Framework Agreement (the “Agreement”) is made in Beijing, the People’s Republic of China (“PRC” or “China”), on December 20, 2007, by and between:

ADVERTISING AGENCY AGREEMENT FOR SPECIAL EVENTS BROADCAST ON CCTV-1 AND CCTV-2
Advertising Agency Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

After consultations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (“Agreement”) in connection with the advertising agency services for special sporting events broadcast on CCTV-1 and CCTV-2:

LEASE AGREEMENT
Lease Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

In accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (the “Agreement”) in connection with the leasing of premises on the basis of equality and voluntariness:

Advertising Agency Agreement
Advertising Agency Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

This Advertising Agency Agreement (this “Agreement”) is made in Beijing, the People’s Republic of China (“PRC” or “China”) on January 22, 2008 by and between:

Form of CCTV Media Resource Purchase Agreement
China Mass Media International Advertising Corp. • July 11th, 2008

In accordance with the Contract Law of the People’s Republic of China, the Advertising Law of the People’s Republic of China (“PRC” or “China”) and relevant PRC regulations, subject to Party A’s compliance with CCTV Regulations on Advertising Agency for Advertising Time Slots on CCTV, CCTV Regulations on Administration over Contracting of Advertising Time Slots on CCTV Channels or Programs, CCTV Regulations on Administration over CCTV Advertisement Review and Broadcast, and other regulations and requirements of Party B, Party A and Party B, after having reached mutual understanding through negotiations, concluded this CCTV Media Resource Purchase Agreement (this “Agreement”) on the principle of fairness, justice, honesty and good faith.

INVESTMENT AGREEMENT BY AND AMONG CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP. TRUE WISE INVESTMENTS LIMITED HAPPY INDIAN OCEAN LIMITED AND ARCTIC SPRING LIMITED DATED AS OF JUNE 24, 2008
Investment Agreement • July 11th, 2008 • China Mass Media International Advertising Corp. • New York

A China Mass Media International Advertising Corp., an exempted company established and existing under the laws of the Cayman Islands (the “Company”);

Mass Media & Universal International Advertising Co., Ltd. EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

Mass Media & Universal International Advertising Co., Ltd. (the “Company”) was established in August 14, 2006, with a registered capital of RMB50 million. The Company is currently an equity joint venture 30% owned by Shenzhen Guang Er Gao Zhi Co., Ltd. (“Party A”) and 70% owned by Universal International Advertising Limited (“Party B”). Party A wishes to transfer its 30% equity interests in the Company to Party B, and Party B wishes to accept the transfer. With the approval of the Company’s Board of Directors and through consultations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (“Agreement”) in connection with the transfer of the equity interests:

LEASE AGREEMENT
Lease Agreement • July 11th, 2008 • China Mass Media International Advertising Corp.

In accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B (each a “Party”, and collectively the “Parties”) have reached the following agreement (“Agreement”) in connection with the leasing of premises on the basis of equality and voluntariness:

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