0001193125-08-156073 Sample Contracts

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 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies

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;

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies • New York

The foregoing parties shall be hereinafter referred to collectively as the “Parties” and individually as a “Party”. Ever Kingdom shall be hereinafter referred to as the “Seller”.

TERMINATION AGREEMENT
Termination Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies
SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies • New York

WHEREAS, the Company, the Purchasers, the Sellers and others are parties to an investor rights agreement, dated as of June 24, 2008 (the “Investor Rights Agreement”), which sets forth certain agreements relating to the rights and obligations of and among the shareholders of the Company;

PREFERRED SHARE CONVERSION AGREEMENT
Preferred Share Conversion Agreement • July 23rd, 2008 • China Mass Media International Advertising Corp. • Services-advertising agencies • New York

WHEREAS, the Company, Happy Indian and Arctic Spring and others are parties to an investor rights agreement, dated as of June 24, 2008 (the “Investor Rights Agreement”), which sets forth certain agreements relating to the rights and obligations of and among the shareholders of the Company;

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