Exhibit 4.72
 
 September 24, 2008
 SEED MUSIC GROUP LIMITED
 THE INVESTOR
 HURRAY ! MUSIC HOLDING CO., LTD.
 THE SHAREHOLDERS OF SEED MUSIC GROUP LIMITED
NAMED IN PART A OF SCHEDULE 1
 
 INVESTMENT AND SHAREHOLDERS
AGREEMENT




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CONTENTS
 CLAUSE
    
    PAGE1. INTERPRETATION
    
    
    52. AGREEMENT TO PURCHASE SHARES
    
    
    123. COMPLETION
    
    
    194. PROCEDURES POST COMPLETION
    
    
    225. CONDITIONS PRECEDENT
    
    
    236. CONDUCT BEFORE COMPLETION
    
    
    247. ADDITIONAL COVENANTS
    
    
    258. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
    
    
    269. INDEMNITIES
    
    
    2810. CAPITAL AND FURTHER FINANCE
    
    
    2811. DIRECTORS AND MANAGEMENT
    
    
    2912. CORPORATE GOVERNANCE
    
    
    3113. CONFIDENTIALITY
    
    
    3114. EXIT AND TRANSFER OF SHARES
    
    
    3315. DEED OF ADHERENCE
    
    
    3416. EXERCISING RIGHTS
    
    
    3517. USE OF PROCEEDS
    
    
    3518. ASSIGNMENT AND NOVATION
    
    
    3519. WAIVER OF RIGHTS
    
    
    3620. AMENDMENTS
    
    
    3621. INVALIDITY
    
    
    3622. NO PARTNERSHIP OR AGENCY
    
    
    3623. ANNOUNCEMENTS
    
    
    3624. OTHER COVENANTS
    
    
    3725. ENTIRE AGREEMENT
    
    
    3726. CONFLICT WITH ARTICLES
    
    
    3727. FUTURE SUBSIDIARIES
    
    
    3828. NOTICES
    
    
    3829. COUNTERPARTS
    
    
    3930. DISPUTE RESOLUTION
    
    
    3931. GOVERNING LAW AND LANGUAGE
    
    
    39
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CONTENTS
 CLAUSE
    
    PAGESCHEDULE 1
    
    
    43Part A Current details of the Company
    
    
    43Part B Details of the Subsidiary of the Company
    
    
    44Part C Details of the share capital of the Company prior to the Completion
    
    
    46Part D Details of the share capital of the Company immediately after
Completion
    
    
    47Part E Selling Shareholder
    
    
    48Part F Material Assets
    
    
    49Part G Copyrighted Music Components
    
    
    50SCHEDULE 2 Representations and Warranties
    
    
    511. INTERPRETATION
    
    
    512. GENERAL
    
    
    513. CORPORATE MATTERS
    
    
    514. AUTHORIZATION AND VALIDITY OF TRANSACTIONS
    
    
    535. LEGAL COMPLIANCE
    
    
    546. ASSETS
    
    
    557. PROPERTY
    
    
    558. INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY
    
    
    579. CONTRACTS AND TRANSACTIONS
    
    
    6010. FINANCIAL MATTERS RELATING TO THE LAST ACCOUNTS
    
    
    6211. POSITION SINCE LAST ACCOUNTS DATE
    
    
    6212. CLAIMS AND PROCEEDINGS
    
    
    6313. DIRECTORS AND EMPLOYEES
    
    
    6414. DISCLOSURE
    
    
    65SCHEDULE 3 Deed of Adherence
    
    
    66SCHEDULE 4 Service Agreement
    
    
    68SCHEDULE 5 Key Personnel
    
    
    69SCHEDULE 6 Corporate Structure of the Group at Completion
    
    
    70SCHEDULE 7 Restated Articles
    
    
    71SCHEDULE 8 Limitations on Liability
    
    
    72SCHEDULE 9 Last Accounts
    
    
    73SCHEDULE 10 Cooperation Agreement
    
    
    74
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THIS AGREEMENT
 Between:
 (1)
    
    SEED MUSIC GROUP LIMITED,a company incorporated under the laws of the
British Virgin Islands, whose registered office is at P.O. Box 3321, Drake Chambers,
Road Town, Tortola, British Virgin Islands (the Company);
 (2)
    
    SEED MUSIC CO., LTD ((CHINESE CHARACTERS)), a limited liability company organized
under the laws of Taiwan, wholly owned by the Company;
 (3)
    
    DONGYI MUSIC LIMITED ((CHINESE CHARACTERS)) , a limited liability company
organized under the laws of Taiwan, wholly owned by SEED MUSIC CO., LTD;
 (4)
    
    PROFITA PUBLISHING LIMITED ((CHINESE CHARACTERS)) , a limited liability
company organized under the laws of Taiwan, wholly owned by the Company;
 (5)
    
    LEGUAN SEED (BEIJING) CULTURE CONSULTING CO. LTD.
((CHINESE CHARACTERS)), a limited liability company organized under the
laws of the Peoples Republic of China, wholly owned by SEED MUSIC CO., LTD (together
with SEED MUSIC CO., LTD, DONGYI MUSIC LIMITED and PROFITA PUBLISHING LIMITED), the
Company Subs);
 (6)
    
    HURRAY! HOLDING CO., LTD., a company duly organised and existing under the
laws of the Cayman Islands, whose registered office is at Codan Trust Company (Cayman)
Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, Georgia Town,
Grand Cayman, Cayman Islands (the Hurray! Holding);
 (7)
    
    HURRAY! MUSIC HOLDING CO., LTD., a company duly organised and existing under
the laws of the Cayman Islands, whose registered office is at Cricket Square, Hutchins
Drive, P.O. Box 2681, Grand Cayman KY1-1111 (the Investor);
 (8)
    
    HURRAY ! DIGITAL MEDIA TECHNOLOGY CO., LTD, ((CHINESE CHARACTERS)) , a
wholly owned subsidiary of HURRAY! HOLDING CO., LTD. organized under the laws of the
Peoples Republic of China (Hurray ! Digital Media); and
 (9)
    
    the persons whose names and addresses are set out in Part A of Schedule 1
(together with any person signing a Deed of Adherence as a Shareholder, the
Shareholdersand each a Shareholder).
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It is agreed
 1. Interpretation
 Definitions
  Affiliate
 Agreement
 Articles Article
 Assets
 Big 4 Accounting Firm
 Board
 Business
 Business Day
 Business IP
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Call Option
 Capital Expenditure
 Chairman
 Claim
 company
 Completion
 Completion Date
 Conditions Precedent
 Confidential Information
 Connected Party
 (i)
    
    a Director (or any connected person of a Director) of a
Shareholder (or any member of a Shareholders group); and(ii)
    
    any Group Member.
 Consideration
 Contracts
 Control
 Cut-Off Date
 Deed of Adherence
 Dilution Instrument
 Directors
 Disclosure Letter
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Encumbrance
 Equity Securities
 ESOP
 Financial Year
 Forward P/E
 Fully Diluted Basis
 Governmental Authorities
 Group
 Group Member
 Hurray! Holding
 Indebtedness
 Intellectual Property Rights
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Investor Consent
 Investor Director
 IT Systems
 Key Personnel
 Last Accounts Date
 Law
 Leased Property
 Leases
 Listing
 Losses
 Material Adverse Change
 Material Contracts
 Material Assets
 Memorandum
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Net Profit
 Ordinary Shares
 Owned IP
 Parties party
 Person(s)
 PRC
 Put Option
 Relative
 Remaining Shareholders
 Reorganisation
 Restated Articles
 Sale
 Sale Shares
 Schedules
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Security Interest
 Service Agreement
 Shareholding Proportion
 Shares
 Shareholders Group
 Significant Transaction
 Social Insurance Contributions
 Software
 Subscription Shares
 Subsidiaries
 Subsidiary Undertakings
 Target Net Profit
 Tax or Taxation
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Third Party Purchaser
 Transaction Documents
 undertaking
 US GAAP
 US$
 Warranties Warranty
 Working Hours
     (a)
    
    words denoting the singular shall include the plural and vice versa;(b)
    
    words denoting one gender shall include each gender and all genders;(c)
    
    references to persons shall be deemed to include references to natural persons, to firms, to
partnerships, to bodies corporate, to associations, to organisations and to trusts (in each
case whether or not having separate legal personality), but references to individuals shall be
deemed to be references to natural persons only;(d)
    
    references to Clauses and schedules are references to Clauses and schedules of this
Agreement;
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(e)
    
    references to paragraphs are, unless otherwise expressly provided, references to paragraphs
of the schedule in which the references appear;(f)
    
    references to the parties include their respective successors in title, permitted assignees,
estates and legal personal representatives;(g)
    
    words defined in the Articles but not herein defined shall have the same meaning as in the
Articles;(h)
    
    where the word includingis used it shall be deemed to read including without limitation
and(i)
    
    an undertaking is a subsidiary undertakingof another undertaking (its parent undertaking) if
that other undertaking, directly or indirectly, through one or more subsidiary undertakings:
 (i)
    
    holds a majority of the voting rights in it; or
 (ii)
    
    is a member or shareholder of it and has the right to appoint or
remove a majority of its board of directors or other equivalent managing body;
or
 (iii)
    
    has a right to exercise a dominant influence over it:
 (A)
    
    by virtue of provisions contained in its memorandum or
articles or equivalent constitutional documents; or
 (B)
    
    by virtue of a contract with that undertaking or other
members or shareholders of that undertaking;
 (iv)
    
    is a member or shareholder of it and controls alone, or pursuant
to an agreement with other shareholders or members, a majority of the voting
rights in it;
    2. Agreement to Purchase Shares
 Schedule 1.
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Purchase of Shares
   Consideration
 Consideration
  Issuance of Shares
 Subscription Shares Post-Completion Investors Shares Percentage
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Loan
   Valuation Adjustment
 Target Net Profit Occasional Revenue 2009 Target Growth
 Actual Net Profit Valuation Adjustment
  (a)
    
    If the Actual Net Profit for Financial Year 2008 is no less than US$800,000, the Consideration
shall be adjusted from US$2,244,000 to US$2,992,000. The amount of Subscription Shares shall be
adjusted from 7,813 shares to 7,026 shares. The Valuation Adjustment will be carried out within 2
months after the issuance of an audited report prepared by a Big 4 Accounting Firm in accordance
with USGAAP and shall be effected by the payment of US$748,000 to Huang, Tien-Zan by the Investor
and the transfer of 787 shares from and by the Investor to Tien, Ting-Feng.
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(b)
    
    If the Actual Net Profit of Financial Year 2008 is equal to or more than US$600,000, and less
than US$800,000, the Consideration shall be adjusted in accordance with the following formula
(Formula I):
        (c)
    
    If the Actual Net Profit of Financial Year 2008 is equal to or more than US$400,000, but less
than US$600,000, the Consideration shall be determined in accordance with Formula I and the
Subscription Shares shall be determined in accordance with Formula II.
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(d)
    
    If the Actual Net Profit of Financial Year 2008 is less than US$400,000, the Consideration
shall be determined in accordance with Formula I. The Subscription Shares shall be adjusted in
accordance with Formula II. In addition, whereas the Parties agree that the Investor shall pay for
the Sale Shares by US$1,496,000 as the minimum payment, which is higher than the due Adjusted
Consideration calculated from Formula I, Tien, Ting-Feng will compensate the Investor by
transferring a certain number of shares (Compensation Shares), calculated as below:
     (e)
    
    In the event the Company suffers loss in Financial Year 2008, the valuation of the Company
shall be subject to adjustment in accordance with the Clause 2.10(d), and Tien, Ting-Feng shall
compensate the Company in such an amount to at least cover the loss of the Company in such
Financial Year so that the Companys Net Profit shall be a positive number.
 (f)
    
    If the growth of the Net Profit of the Company in Financial Year 2009 is less than 50 percent,
or the Actual Net Profit of Financial Year 2009 is less than US$900,000, Tien, Ting-Feng shall
compensate the Company so that the Companys Net Profit in Financial Year 2009 shall reach
US$900,000 and the growth of the Net Profit of the Company shall be at least 50 percent (the
Compensation Payment). The Compensation Payment may be paid in the form of dividends of the
Shares held by Tien, Ting-Feng or by Tien, Ting-Feng transferring a certain amount of Shares to the
Investor. Unless the Compensation Payment has been paid off, any or all of the dividends received
by Tien, Ting-Feng or all of the consideration from the share transfer (if any) shall be
automatically paid in preference to the Investor as the Compensation Payment.
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Call Option of the Investor
 Call Option to TTF
  Call Option to HTZ
 Put Option of Tien, Ting-Feng and Huang Tien-Zan
 Put Option
 (a)
    
    In the event that the Net Profit of the Company in Financial Year 2008 is no less than
US$600,000, and Tien, Ting-Feng retains its current status as an employee, consultant, advisor
or director of the Company until June 30, 2010 (Continuous Service), then, within 120 days
from the date on which the financial statements are provided to Tien, Ting-Feng, Tien
Ting-Feng shall be entitled to request the Company to repurchase his shares up to the number
of shares such that Tien, Ting-Feng continues to hold at least twenty-six percent (26%) of the
Companys shares and Huang Tien-Zan shall be entitled to request the Company to repurchase his
 shares up to the number of shares such that Huang Tien-Zan continues to hold at least
six-point-five percent (6.5%) of the Companys shares. The purchase price per share for such
repurchases shall be calculated based on the total value of the Company equal to the Net
Profit of the Company in Financial Year 2009 multiplied by sixty percent (60%) of the Forward
P/E of Hurray! Holding;
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(b)
    
    In the event that the Net Profit of the Company in Financial Year 2008 is no less than
US$600,000, and Tien, Ting-Feng retains its current status as an
employee, consultant, advisor or director of the Company until June 30, 2011 (Continuous
Service), then, within 120 days from the date on which the financial statements are
provided to Tien, Ting-Feng, Tien, Ting-Feng shall be entitled to request that the Company
to repurchase his shares up to the number of shares such that Tien, Ting-Feng continues to
hold at least twenty-one percent (21%) of the Companys shares and Huang Tien-Zan shall be
entitled to request the Company to repurchase his shares up to the number of shares such
that Huang Tien-Zan continues to hold at least five-point-two-five percent (5.25%) of the
Companys shares. The purchase price per share for such repurchase shall be calculated
based on the total value of the Company equal to the Net Profit of the Company in Financial
Year 2010 multiplied by sixty percent (60%) of the Forward P/E of Hurray! Holding;
 (c)
    
    In the event that the Net Profit of the Company in Financial Year 2008 is no less than
US$600,000, and Tien, Ting-Feng retains its current status as an employee, consultant, advisor
or director of the Company until June 30, 2012 (Continuous Service), then, within 120 days
from the date on which the financial statements are provided to Tien, Ting-Feng, Tien,
Ting-Feng shall be entitled to request that the Company to repurchase his shares up to the
number of shares such that Tien, Ting-Feng continues to hold at least ten-point-five percent
(10.5%) of the Companys shares and Huang Tien-Zan shall be entitled to request the Company to
repurchase his shares up to the number of shares such that Huang Tien-Zan continues to hold at
least two-point-seven-five percent (2.75%) of the Companys shares. The purchase price per
share for such repurchase shall be calculated based on the total value of the Company equal to
the Net Profit of the Company in Financial Year 2011 multiplied by sixty percent (60%) of the
Forward P/E of Hurray! Holding; and
 (d)
    
    In the event that the Net Profit of the Company in Financial Year 2008 be no less than
US$600,000, and Tien, Ting-Feng retains its current status as an employee, consultant, advisor
or director of the Company until June 30, 2013, then, within 120 days from the date on which
the financial statements are provided to Tien, Ting-Feng, Tien, Ting-Feng and Huang Tien-Zan
shall be entitled to severally or jointly request that the Company to repurchase up to all of
their shares. The purchase price per share for such repurchase shall be calculated based on
the total value of the Company equal to the Net Profit of the Company in Financial Year 2012
Net Profit multiplied by sixty percent (60%) of the Forward P/E of Hurray! Holding.
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Commencement Date
 provided
however nolo contendere
 3. Completion
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(a)
    
    On the Completion Date (the fifth Business Day after the date of receipt of a notice from
Huang, Tien-Zan and the Company to the Investor that following conditions have been fulfilled
or otherwise waived by the Investor in this Clause3.3), the Investor shall pay US$1,907,400 of
the Consideration as provided in the Clause 2.4 and US$600,038.4 of the Subscription Price as
provided in the Clause 2.6 hereof to Huang, Tien-Zan and the Company respectively by wire
transfer to a bank account nominated by Huang, Tien-Zan and the Company;
 (b)
    
    Huang, Tien-Zan and the Company shall each deliver to the Investor duly executed forms of
share transfer in respect of the Sale Shares and share
issuance in respect of the Subscription Shares, together with the relative share
certificates;
 (c)
    
    subject to the applicable laws of the British Virgin Islands and the Articles, the Company
shall hold a meeting of its Board and/or Shareholders (as the case may be), at which the
following shall be approved:
 (i)
    
    each Investor Director shall be appointed as an additional
director of the Company;
 (ii)
    
    the transfer of the Sale Shares to the Investor from Huang,
Tien-Zan and the issuance of the Subscription Shares to the Investor;
 (iii)
    
    the entry of the name of the Investor in the Companys share
register as the holder of the Sale Shares and the Subscription Shares, together
with the issue of a share certificate in the name of the Investor;
 (iv)
    
    the terms of this Agreement and the entry into thereof; and
 (v)
    
    adoption of the Restated Articles as attached hereto as Schedule
7.
 (d)
    
    the Company shall deliver to the Investor:
 (i)
    
    certified true copies of the resolutions passed in relation to
the matter set out in Clause 3.3(c) above;
 (ii)
    
    a certificate stating that there has not been any breach of the
covenants contained in this Agreement or any of the Warranties, and that the
Warranties remain true and accurate on Completion as if given at that date; and
 (iii)
    
    subject to the applicable laws of the British Virgin Islands and
the Articles, certified true copies of the resolutions passed by the Board
and/or the Shareholders of the Company adopting the Restated Articles.
 (e)
    
    the Shareholders shall procure that each of the Key Personnel listed in of Schedule 5 shall
enter or have entered into a Service Agreement;
 (f)
    
    Tien, Ting-Feng shall enter into a non-competition agreement with the Company, which shall
provide that within the Non-competition Period, Tien, Ting-Feng shall not to, directly or
indirectly engage in any music-related business activities in competition with the Company or
any affiliate of the Company, nor directly or indirectly induce employees, consultants or
directors of the Company or any affiliate of the Company, to engage in activities hereby
prohibited to him or to terminate his services or employment with the Company or any affiliate
of the Company.
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(g)
    
    the Company shall furnish to the Investor a Register of Members, or such other equivalent
document in its jurisdiction evidencing that the Investor is a member of the Company with the
number of shares in accordance with this Agreement.
 (h)
    
    Hurray! Digital Media and the Company shall enter into a cooperation agreement in the form
attached hereto as Schedule 10, which shall provide, without limitation, that Hurray! Digital
Media shall have an exclusive right to publish and distribute any and all music owned by and
licensed to the Company for Financial Year 2009 and thereafter. The right to publish shall
include, but not be limited to the right to publish through internet, SP service or any other
digital means. Furthermore, the cooperation agreement shall also provide that, (i) for the
Financial Year 2009, Hurray! Digital Media will guarantee to pay the Company a revenue no less
than the gross profit that the Company achieves from digital publishing and distributing of
its music in mainland China in the Financial Year 2008; (ii) from the Completion, the Company
shall not authorize, approve, or effect any digital music license agreement ((CHINESE CHARACTERS))
with a term of longer than one year, unless otherwise approved by the Board of Directors of
the Company, including the Director appointed by the Investor, and the Company shall not
authorize, approve, or effect any digital music license agreement with a price unfair to the
Company or which may in any other way adversely affect the Company or its ability to enter
into any like-kind agreement after July 1, 2009, and, (ii) Hurray! Digital Media shall
reasonably use and promote the brand and products of the Company;
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(i)
    
    Mr. Huang, Tien-Zan shall issue a waiver letter to waive any loan(s) extended prior to March
31, 2007 to the Company in the amount of no less than NT$83,844,872 in such form acceptable by
the Investor, and, after the Completion, the Company shall be liable for any loan extended
after April 1,2007 by Mr. Huang, Tien-Zan in such a total amount no more than US$300,000 plus
accrued interests as set forth in Clause 2.8 of this Agreement;
 (j)
    
    The Investors shall be provide a legal opinion issued by the legal advisers to the Company as
to British Virgin Islands law confirming the validity of the transactions set forth in this
Agreement and such other matters as from time to time requested by Investors;
 (k)
    
    the cash balance of the Company shall be no less than US$25,000;
 (l)
    
    subject to the applicable laws of the British Virgin Islands and the Articles, Huang,
Tien-Zan and Tien, Ting-Feng shall procure the resolutions of the Board and/or the
Shareholders of the Company (as the case may be) adopting the Restated Articles on or before
Completion.
   4. Procedures Post Completion
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5. Conditions precedent
  (a)
    
    the Investors shall have been satisfied in all respects with the results of their and their
advisors business, technology, intellectual property, legal, tax and accounting due diligence
investigation of each of the Group Companies. The Company shall provide any additional
information as needed during the draft and negotiation of the definitive legal documents and
all the information regarding any change to the Companys business;
 (b)
    
    Mr. Huang, Tien-Zan shall have procured four-point-five (4.5) percent of the Companys
outstanding shares from Mr. Tien, Ting-Feng and nine (9) percent of the Companys outstanding
 shares from the shareholders other than Mr. Tien, Ting-Feng, and shall have owned, 64% percent
of the Companys outstanding shares. Mr. Huang, Tien-Zan shall ensure that the aforesaid
transfers are legally effective and all due consideration in respect of such transfers has
been paid, and all such transfers were duly approved by the relevant approval authority
under applicable law and are legally effective under applicable law;
 (c)
    
    the Company does not have any agreement, in writing or not, that will give any obligation to
the Company other than the loan that shall have been waived by Mr. Huang, Tien-Zan prior to
Completion and the loan in the amount up to US$300,000 as set forth in Clause 2.8 of this
Agreement, excluding any obligations from the contracts in ordinary course of business;
 (d)
    
    the financing statement of the Company shall have been in a good status that accepted by the
Investor, which, among others, states the company shall have sufficient operation working
capital and have no need to have any financing within one year following the completion unless
otherwise approved by the Investor in advance. The Company will provide the Investor with the
financial statements of the Company prior to the Completion, including the Companys cash
reserve, loan and net assets, etc.;
 (e)
    
    no Material Adverse Change having occurred at or prior to Completion;
 (f)
    
    Tien, Ting-Feng shall have deposit the Deposited Shares to the escrow agent designated by the
Investor;
 (g)
    
    the Company shall set up an appropriate accounting report system as satisfactory to the
Investor, and the Investor shall be entitled to appoint the financial directors of the Company
and the Company Subs. The Company and the Investor shall bear the costs of the compensation of
such financial directors equally. Such management fee shall not be calculated into the
expenses for the purpose of calculating the Companys Net Profit.
 Waiver
  Best Endeavours to fulfil Conditions
 Cut-Off Date
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Non-fulfilment of Conditions Precedent
  6. Conduct before Completion
  (a)
    
    the affairs of each Group member are conducted only in the ordinary and usual course and that
no Group member makes or agrees to make any payment other than routine payments in the ordinary and
usual course of business;(b)
    
    all reasonable steps are taken to preserve and protect the assets of each Group member, to
maintain the validity of the Business IP, and to preserve and retain its goodwill (including the
existing relationships with customers and suppliers);(c)
    
    no Group member transfers or assigns any of the Owned IP to any entity other than Group
Members;(d)
    
    subject to Clause 13 (Confidentiality), the Investors representatives shall be allowed such
access as is reasonably requested, upon reasonable notice and during Working Hours, to (i) the
books and records of each Group member (including all statutory books, minute books, leases,
contracts, supplier lists and customer lists), with the right to take copies and (ii) the
premises used by, and management of, each Group member;(e)
    
    no Group member does, allows or procures any act or omission which would constitute or give
rise to a breach of any Warranty if the Warranties were repeated at any time before Completion by
reference to the facts and circumstances then existing as if references in the Warranties to the
date of this Agreement were references to the relevant date;(f)
    
    all relevant information which comes to its notice or that of any other member of the
Shareholders in relation to any fact or matter (whether existing on or before the date of this
Agreement or arising afterwards) which may constitute a breach of any Warranty if the Warranties
were to be repeated on or at any time before Completion by reference to the facts and circumstances
then existing as if references in the Warranties to the date of this Agreement were references to
the relevant date, is promptly disclosed to the Investor;
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(g)
    
    no Group member declares, authorises, makes or pays any dividend or other distribution (whether
in cash, stock or in kind) or reduces, purchases or redeems an part of its paid-up share capital;(h)
    
    no Group member (i) creates, allots or issues or agrees to create, allot, or issue any share or
loan capital or other security or (ii) grants any option over or right to subscribe for any share
or loan capital or other security;(i)
    
    no Group member sells or purchases or disposes of any interest in any share or loan capital or
other security of any Group member;
  (a)
    
    an event or occurrence has given rise to a Material Adverse Change; or(b)
    
    the Company or any Group Member is involved in, or has pending or threatened material
litigation, or(c)
    
    there has been any breach of any of the Warranties;
   (a)
    
    give the Investor and its representatives full access to the facilities, properties, assets,
books, contracts, commitments, reports and records of the Company and the Group; and
 (b)
    
    furnish to the Investor all such documents, records and information with respect to the
properties, assets and business of the Company and the Group, minutes of meetings of the Board
and of the boards of the Group and any committees thereof and the management (including
attachments and exhibits) and in each case, copies of any working papers relating thereto, as
the Investor may from time to time request.
 7. Additional Covenants
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8. Representations, Warranties And Undertakings
          Page 26




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(a)
    
    the amount which would be necessary to put the Investor and/or any member of the Investors
Group or the relevant member of the Companys Group into the financial position which would
have existed had there been no breach of the Warranty in question; or
 (b)
    
    all Losses suffered or incurred by the Investor and/or any of the Investors Group (or any
member of the Companys Group), directly or indirectly, as a result of or in connection with
such breach of Warranty.
       Page 27




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##### 



Music
Components
 9. Indemnities
  10. Capital and further finance
 Commitments of the parties
   Page 28




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##### 



11. Directors and management
 Supervision by the Board
   Investor Director
 Investor Director Director
      Page 29




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##### 



Indemnification
  (a)
    
    any act, omission or conduct of or by the Company or any Group Member, the Shareholders or
their employees or agents as a result of which, in whole or in part, such Investor Director is
made a party to, or otherwise incurs any Losses pursuant to, any action, suit, claim or
proceeding arising out of or relating to any such conduct;
 (b)
    
    any act, omission or conduct by any Investor Director at the request of or with the consent
of the Company or any Group Member or any of the Shareholders; or
 (c)
    
    contravention of any Law including, without limiting the generality of the foregoing, Laws
relating to provident fund, gratuity, labour, environment and pollution; and any action or
proceedings taken against such Investor Director in connection with any such contravention or
alleged contravention,
 provided that
  Disclosure by Investor Director
   Page 30




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##### 



Committees
  Management
  (a)
    
    make suggestions regarding the financing function of the management of the Company in order
to develop world class management capabilities; and
 (b)
    
    appoint the chief executive officer or legal representative of each of the Company Subs at it
sole discretion.
 12. Corporate Governance
  13. Confidentiality
 Confidentiality obligation
 Confidential
Information
  Page 31




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##### 



Exceptions from confidentiality obligation
  (a)
    
    in the case of a Shareholder who is an employee of any Group Member, information which is
used, divulged, disclosed or communicated by him before the Termination Date in the proper
performance of his duties pursuant to his Employment;
 (b)
    
    information which at the date of disclosure is within the public domain (otherwise than as a
result of a breach of this Clause 13;
 (c)
    
    the disclosure of information to the extent required to be disclosed by law, regulation or
any regulatory authority;
 (d)
    
    information which is independently developed by the relevant person from information provided
or obtained other than pursuant to or in connection with this Agreement to the extent that it
is acquired with the right to disclose or use the same;
 (e)
    
    the disclosure by any party in confidence to its officers, employees, agents, and
professional and other advisers or, in the case of the Investor, those of any
of those persons listed in (h) below, of information reasonably required to be disclosed
for a purpose reasonably incidental to this Agreement or for the purpose of assessing such
partys investment in the Group;
 (f)
    
    any announcement made in accordance with the terms of Clause 23;
 (g)
    
    the disclosure of information to any third party in contemplation of a Listing or Sale
provided that the conduct of the discussions with the third party has been approved by
Investor Consent;
 (h)
    
    the disclosure of information by an Investor to any current or prospective member of its
Investor Group where the disclosure is for a purpose reasonably incidental to this Agreement
or for the purpose of assessing such persons actual or prospective investment in the Group or
Investor Group;
  (a)
    
    to keep it confidential on the terms of and otherwise to comply with, this Clause 13; and
 (b)
    
    not to disclose it to any third party (other than those persons to whom it has already been
disclosed in accordance with the terms of this Agreement).
    Page 32




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##### 



14. Exit and Transfer of Shares
 Restriction on Transfer
  Lock-In Period
 (a)
    
    sell, transfer or otherwise dispose of any interest in Shares or in shares of any Group
Member; or
 (b)
    
    create or permit to exist any pledge, lien, fixed or floating charge or other Encumbrance
over any Shares or any shares held by them in any Group Member, save with prior Investor
Consent.
 Right of First Offer
 Seller Continuing Party Transfer
Notice Offered Shares Transferee Offered Price Right of First Offer
  (a)
    
    In the case of a Transfer Notice from the Shareholders to the Investor, the Investor shall
have the option to purchase all or any part of the Offered Shares. If the Investor desires to
purchase all or any part of the Offered Shares, the Investor must, within thirty (30) days
from receipt of the Transfer Notice (the Investor Refusal Period), give written notice to
the Transferor of the Investors election to purchase the Offered Shares at a price per share
equal to the Offered Price. To the extent that the Investor elects not to purchase any or all
of the Offered Shares, the remaining Offered Shares may be transferred by the Seller to the
proposed Transferee. A failure by the Investor to exercise its right of first refusal within
the Investor Refusal Period shall be deemed a waiver of such right.
  Page 33




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##### 



(b)
    
    In the case of a Transfer Notice from the Investor to the Shareholders, each Shareholder
shall have the option to buy all of the Offered Shares or its pro rata proportion in the event
that more than one Shareholder makes an offer for such Shares. If each Shareholder desires to
purchase all or any part of the Offered Shares, such Shareholder must, within thirty (30) days
from receipt of the Transfer Notice (the Shareholder Refusal Period) give written notice to
the Transferor of such Shareholders election to purchase the Offered Shares at a price per
share equal to the Offered Price. A failure by a Shareholder to exercise its Right of First
Refusal within the Shareholder Refusal Period shall be deemed a waiver of such right.
  (a)
    
    by the Investor to any member(s) of the Investors Group; or
 (b)
    
    by any Shareholder i) in the case of a natural person, to any of his or her Relatives, or ii)
in the case of an entity, to its shareholders, members, partners or other equity holders,
provided that in all cases, such transfer shall be bona fide and any transferee under such
transfer shall sign a Deed of Adherence.
 Anti Dilution
 Dilution Instrument
  15. Deed of Adherence
   Page 34




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##### 



16. Exercising Rights
 Exercise of rights and powers
  17. Use Of Proceeds
  18. Assignment and Novation
 Investor Assignee
   Page 35




---



##### 



19. Waiver of rights
  20. Amendments
  21. Invalidity
  22. No partnership or agency
  23. Announcements
    Page 36




---



##### 



24. Other Covenants
 Compliance with Laws
  (a)
    
    act in violation of the Laws applicable to it/them; or
 (b)
    
    make improper payments to public officials in order to secure a business advantage.
  25. Entire agreement
    26. Conflict with articles
 Supremacy of this Agreement
  (a)
    
    exercise all voting and other rights and powers available to them to give effect to the
provisions of this Agreement; and
 (b)
    
    procure that any amendment required to give effect to the provisions of this Agreement is
made to the Memorandum, Articles or the constitutional documents of any Group Member.
  Page 37




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##### 



27. Future subsidiaries
  28. Notices
 Notices
  (a)
    
    sent by fax to the relevant number set out in Clause 28.2; or
 (b)
    
    delivered by hand or sent by prepaid recorded delivery, special delivery or registered post
to the relevant address in Clause 28.2.
  (c)
    
    if hand delivered, when delivered;(d)
    
    if sent by fax, twelve (12) hours after the time of despatch; or(e)
    
    if sent by recorded delivery, special delivery or registered post, at 10 a.m. on the third
Business Day from the date of posting
  Notice details
  (a)
    
    The Company:
     Page 38




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##### 



(b)
    
    The Investor:
    English language
  29. Counterparts
  30. Dispute Resolution
 Friendly Settlement
  Arbitration
 Rules
 31. Governing law and Language
    Page 39




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##### 



AS WITNESS
 SEED MUSIC GROUP LIMITEDName:Title:SEED MUSIC CO., LTDName:Title:DONGYI MUSIC LIMITEDName:Title:PROFITA PUBLISHING LIMITEDName:Title:LEGUAN SEED (BEIJING) CULTURE CONSULTING CO.
LTD.Name:Title:
  Page 40




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##### 



AS WITNESS
 HURRAY ! HOLDING CO., LTD.Name:Title:HURRAY ! MUSIC HOLDING CO., LTD.Name:Title:HURRAY ! DIGITAL MEDIA TECHNOLOGY CO., LTDName:Title:
  Page 41




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##### 



AS WITNESS
 Huang, Tien-ZanTien, Ting-Feng
  Page 42




---



##### 



SCHEDULE 1
 Part A Current details of the Company
 Date of Incorporation:
    
    26 July 2006Registered Office:
    
    P.O. Box 3321, Drake Chambers, Road Town,
Tortola, British Virgin IslandsAuthorised Share Capital:
    
    US$100,000 divided into 100,000 Ordinary Shares
with a par value of US$1.00 eachIssued Share Capital:
    
    US$50,000 divided into 50,000 Ordinary Shares
with a par value of US$1.00 eachShareholders:
    
    see Part C of Schedule 1Directors:
    
    Huang, Tien-ZanSecretary:
    
    N/AAuditors:
    
    N/AAccounting Reference Date:
  Page 43




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##### 



Part B Details of the Subsidiary of the Company
 1. SEED MUSIC CO., LTD
((CHINESE CHARACTER))
 Registered Office:
    
    11F.-7, No. 142, Sec 4, Jhongsiao E. Rd, Da-an
District, Taipei City 106, TaiwanAuthorised Share Capital:
    
    N/AIssued Share Capital:
    
    NT$ 1,200,000Shareholders:
    
    SEED MUSIC GROUP LIMITEDDirectors:
    
    Huang, Tien-ZanSecretary:
    
    N/AAuditors:
    
    N/AAccounting Reference Date:
 2. Dongyi Music Limited ((CHINESE CHARACTER))
 Registered Office:
    
    11F.-7, No. 142, Sec 4, Jhongsiao E. Rd, Da-an
District, Taipei City 106, TaiwanAuthorised Share Capital:
    
    N/AIssued Share Capital:
    
    NT$ 1,200,000Shareholders:
    
    SEED MUSIC CO., LTDDirectors:
    
    Huang, Tien-ZanSecretary:
    
    N/AAuditors:
    
    N/AAccounting Reference Date:
  Page 44




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##### 



3. PROFITA PUBLISHING LIMITED
 Registered Office:
    
    11F.-7, No. 142, Sec 4, Jhongsiao E. Rd, Da-an
District, Taipei City 106, TaiwanAuthorised Share Capital:
    
    N/AIssued Share Capital:
    
    NT$1,000,000Shareholders:
    
    SEED MUSIC GROUP LIMITEDDirectors:
    
    Huang, Tien-ZanSecretary:
    
    N/AAuditors:
    
    N/AAccounting Reference Date:
 4. Leguan Seed (Beijing) Culture Consulting Co., Ltd.
 Registered Office:
    
    Building A6, Huitong Office Park, No. 71,
Jianguo Road, Chaoyang District, Beijing
100025, ChinaAuthorised Share Capital:
    
    N/AIssued Share Capital:
    
    RMB2,000,000Shareholders:
    
    SEED MUSIC CO., LTDLegal Representative:
    
    Tien, Ting-FengSecretary:
    
    N/AAuditors:
    
    N/AAccounting Reference Date:
  Page 45




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##### 



Part C Details of the share capital of the Company prior to the Completion
 Number of Ordinary
    
    
    Percentage of OrdinaryShareholder
    
    Shares
    
    
    Share capitalHuang, Tien-Zan
    
    
    32,000
    
    
    
    64
    %Tien, Ting-Feng
    
    
    18,000
    
    
    
    36
    %Total
    
    
    50,000
    
    
    
    100
    %
  Page 46




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##### 



Part D Details of the share capital of the Company immediately after Completion
 Number of Ordinary
    
    
    Percentage of OrdinaryShareholder
    
    Shares
    
    
    Share capitalInvestor
    
    
    35,313
    
    
    
    61.08
    %Tien, Ting-Feng
    
    
    18,000
    
    
    
    31.13
    %Huang, Tien-Zan
    
    
    4,500
    
    
    
    7.78
    %Total
    
    
    57,813
    
    
    
    100
    %
  Page 47




---



##### 



Part E Selling Shareholder
 Number of SharesShareholder
    
    to be soldHuang, Tien-Zan
    
    
    27,500
  Page 48




---



##### 



Part F Material Assets
 1. Artists
 
 2. Intellectual Property Rights
     Page 49




---



##### 



Part G Copyrighted Music Components
   Page 50




---



##### 



SCHEDULE 2
 Representations and Warranties
 1. Interpretation
  2. General
  3. Corporate Matters
 (a)
    
    Organization, Good Standing and Qualification Each Group Member has been duly
incorporated and organized, and is validly existing (i) in good standing and (ii) in
compliance with all registration and approval requirements in the jurisdiction where it was
incorporated and the places where it carries on business. Each Group Member has the corporate
power and authority to own and operate its Assets and properties and to carry on its business
as currently conducted.
 (b)
    
    Constitutional Documents The constitutional documents (having attached thereto all
such resolutions as are by law required to be attached thereto and all amendments made to
date) of each Group Member are true and complete. All legal and procedural requirements and
other formalities concerning such constitutional documents and the arrangements set forth
therein have been duly and properly complied with in all material respects.
 (c)
    
    Ownership and Capitalization of the Group Members (other than the Company)
 (i)
    
    The information set out in this Agreement with regard to the
registered capital of the Subsidiaries, their equityholders and the
equityholders percentage equity interests as of the date of this Agreement is
true and correct.
 (ii)
    
    The equity holders set out in Part C of Schedule 1 each paid in
full their respective capital contributions to the registered capital of such
Group Members, and the capital contributions have been duly verified by
qualified accounting firms with relevant capital verification reports issued,
and, there have been no false contributions or illicit withdrawals of capital
contributions, and the equity interests in such Group Member are free of any
Encumbrances.
  Page 51




---



##### 



(iii)
    
    The registered owners of such Group Members are also their
beneficial owners, and no registered owner of such Group Member holds its equity
interests in such entity for any other Person pursuant to any form of
understanding or agreement, oral or written.
 (iv)
    
    All equity transfers relating to equity interests in such Group
Members are legally effective and all due consideration in respect of such
transfers has been paid. All such transfers were duly approved by the relevant
approval authority under applicable law and are legally effective under
applicable law.
 (d)
    
    Ownership and Capitalization of the Company
 (i)
    
    The information set out in Part C of Schedule 1 of this
Agreement with regard to the shareholding of the Company as of the date of this
Agreement is true and correct.
 (ii)
    
    The information set out in Part D of Schedule 1 of this
Agreement with regard to the shareholding of the Company as of the Completion
Date shall be true and correct.
 (iii)
    
    Each Person (excluding the Investor) named as a Shareholder of
the Company in Part C of Schedule 1 of this Agreement is the sole and
beneficial owner of the Shares set out against his/her name in such Schedule and
owns the Shares free from Encumbrances, and no such Shareholder holds its equity
interests in the Company for any other Person pursuant to any form of
understanding or agreement, oral or written.
 (e)
    
    Subsidiaries Other than the Subsidiaries or as set out in the Disclosure Letter,
none of the Group Members has any subsidiaries or owns or controls, directly or indirectly,
any interest in any other corporation, partnership, trust, joint venture, association or other
entity.
 (f)
    
    Other Rights With Respect to Shares No voting or similar agreements exist relating
to the securities of any of the Group Members which are presently outstanding or that may
hereafter be issued.
 (g)
    
    Corporate Records The registers of shareholders, resolutions and all other documents
of the Group Members required to be filed with any Governmental Authority have been filed or
submitted for filing, and all resolutions required by applicable laws or the respective
constitutional documents of any such entity have been passed.
 (h)
    
    Shareholders Competitive Activities None of the Key Personnel directly or
indirectly holds any Equity Securities in any entity that carries on any business that
competes with the business of any Group Member as presently conducted or as contemplated to be
conducted.
  Page 52




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##### 



4. Authorization and Validity of Transactions
 (a)
    
    Authorization Each party (excluding the Investor) has the power and authority to
execute, deliver and perform the Transaction Documents to which it is a party. All actions on
the part of the parties (excluding the Investor) necessary for the authorization, execution,
delivery of and the performance of all of its obligations under this Agreement and other
Transaction Documents, have been taken or will be taken prior to Completion. All actions on
the part of any of the parties (excluding the Investor) necessary for the due adoption of the
Articles as the articles of association of the Company and the filing of the Articles have
been taken or will be taken prior to Completion.
 (b)
    
    Enforceability Each of the Transaction Document to which each of the parties
(excluding the Investor) is or will be a party will when executed be the valid and binding
obligation of such party, enforceable against such party in accordance with their respective
terms.
 (c)
    
    Consents and Approval No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any Governmental
Authority or any other competent corporate authority is required in connection with the
execution, delivery and performance by each party (excluding the Investor) of any of the
Transaction Documents or the consummation of the transactions contemplated hereby or thereby.
 (d)
    
    No Breach The execution and delivery by each party (excluding the Investor) of any
Transaction Document to which it is a party, and the performance by each such party of its
obligations under this such Transaction Document in all material respects, do not and will
not:
 (i)
    
    breach or constitute a default under any constitutional document
of such entity or of the memorandum of association, articles of association,
by-laws or other constitutional document of such party;
 (ii)
    
    result in a breach of, or constitute a default under, any
contract to which such party is a party or by which such entity or its
properties or Assets is bound or result in the acceleration of any obligation
under any loan agreement; or
 (iii)
    
    result in a violation or breach of or default under any
applicable law or regulation or of any order, writ, injunction, judgment or
decree of any Governmental Authority by which such party is bound.
  Page 53




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##### 



5. Legal Compliance
  (a)
    
    No Violation of Law None of the parties (excluding the Investor) is or has at any
time been in violation of any applicable law or regulation, which may result in any liability
or criminal or administrative sanction with a material adverse effect or otherwise have a
material adverse effect on the ability of each Group Member to conduct its business as
currently conducted.
 (b)
    
    Permit Each Group Member has all permits, approvals, authorizations, franchises and
licenses necessary for the conduct of its business as currently conducted. None of the
parties (excluding the Investor) is in breach of or default under any such permit, approval,
authorization, franchise or license.
 (c)
    
    Compliance with all Laws Each Group Member has carried on its business in compliance
with all applicable laws and regulations, and none of parties (excluding the Investor), nor
any of their directors, officers or the Key Personnel, has committed any criminal offence or
any tort or any breach of the requirements or conditions of any statute, treaty, regulation,
by-law or other obligation relating to it or the carrying on of its business with a material
adverse effect or otherwise have a material adverse effect on the ability of each Group Member
to conduct its business as currently conducted and, without prejudice to the generality of the
foregoing, each of the parties (excluding the Investor) has obtained all registrations,
licenses and consents necessary to own its Assets and properties and for the carrying on of
its business and all such registrations, licenses and consents are valid and subsisting and
there is no reason why any of them should be suspended, cancelled or revoked.
 (d)
    
    Government Authorities With regard to each party (excluding the Investor), there is
no Governmental Authority or other Person that has:
 (i)
    
    requested any information in connection with any governmental
approval required for any of the transactions contemplated under this Agreement
and other Transaction Documents, or instituted or threatened any action or
investigation to restrain, prohibit or otherwise challenge the subscription or
purchase of the Shares by the Investor or taken any action or investigation in
connection with any of the transactions contemplated under this Agreement and
other Transaction Documents;
 (ii)
    
    threatened to take any action as a result of or in anticipation
of the implementation of such purchase, subscription or transactions; or
 (iii)
    
    to the best knowledge of each party, proposed or enacted any
statute or regulation which would prohibit, materially restrict or materially
delay implementation of the subscription or purchase of the Shares by the
Investor or the operations of each Group Member.
  Page 54




---



##### 



6. Assets
 (a)
    
    Title to Assets Except as disclosed in the Last Accounts, the Assets are the
absolute property of the relevant Group Member and are not the subject of any leasing, hiring
or hire-purchase agreement or agreement for payment on deferred terms or assignment or
factoring or other similar agreement, and all such Assets are in the possession or under the
control of such Group Member.
 (b)
    
    Status of Assets Each Group Member owns or has the right to use all Assets required
for the conduct of its business as currently conducted. The Assets owned by each Group Member
are free and clear of all Encumbrances. Each Group Member has made available to the Investor
true and complete copies of the leases relating to all Assets leased by such Group Member.
Each Group Member is in compliance with all such leases. The Assets of each Group Member have
been properly maintained and are in good working condition.
 (c)
    
    Confidential Information
 (i)
    
    No Group Member uses any processes or is engaged in any
activities that involve the misuse of any Confidential Information belonging to
any third party.
 (ii)
    
    No Group Member is in breach of any such agreement or arrangement
or is aware of the existence of any circumstances under which its right to use
Confidential Information may be terminated.
 (iii)
    
    No Group Member is aware of any actual or alleged misuse by any
Person of any Confidential Information of any Group Member. No Group Member has
disclosed to any Person any of its Confidential Information except where such
disclosure was properly made in the normal course of its business and was made
subject to an agreement under which the recipient is obliged to maintain the
confidentiality of such Confidential Information and is restrained from further
disclosing it or using it other than for the purposes for which it was disclosed
by such entity.
 7. Property
 (a)
    
    Identification of the Leased Properties
 (i)
    
    The Leased Properties represent all of the land and buildings
anywhere used or occupied by the Group Members or in respect of which any Group
Member has any interest, right or liability.
 (ii)
    
    The particulars set out in the Disclosure Letter in respect of
each of the Leased Properties (including the term of each Lease and rental
payments) are true, correct and complete.
  Page 55




---



##### 



(b)
    
    Leased Properties
  (i)
    
    original executed Leases are in the possession or under the
control of the relevant Group Member;
 (ii)
    
    all rent and other charges payable under the Leases have been
promptly paid as and when due;
 (iii)
    
    each Group Member has paid the rent, rates and all other charges
for which the tenant is responsible under the Leases up to the last payment date
and have observed and/or performed all restrictions and covenants on the part of
the tenant and the conditions contained in the tenancy agreements or Leases in
all material respects and all such tenancies or leases are valid, binding and in
full force;
 (iv)
    
    the Leases are all good, valid and subsisting and in no way have
become void or voidable and have been registered with the relevant real property
and housing bureau (if required);
 (v)
    
    all covenants and restrictions imposed upon any of the Group
Members under the Leases have been duly and promptly observed and performed;
 (vi)
    
    no contract has been entered into or agreed to be entered into by
any of the Group Members to sell or otherwise dispose of an interest in or part
with the possession or occupation of any of the Lease Properties or any part
thereof;
 (vii)
    
    all utilities and all other outgoings in respect of the Leased
Properties have been duly paid;
 (viii)
    
    the present use of the Leased Properties is permitted under the relevant
planning legislation or regulations and allocation or grant of the land use
rights and there are no restrictions contained in the grant that limit the
continued use or reasonable expansion of the present use of the Lease
Properties;
 (ix)
    
    no action, claim, demand, dispute, notice, complaint or liability
in respect of the Leased Properties or any part thereof is pending or
outstanding; and
 (x)
    
    there have been no unauthorised structures erected upon or
unauthorised alterations made to the Leased Properties or any part thereof.
  Page 56




---



##### 



8. Intellectual Property and Information Technology
 (a)
    
    Business IP
 (i)
    
    The list of Owned IP in the Disclosure Letter, to the best
knowledge of the Shareholders and the Company, is a complete and accurate list
of the Owned IP and there are no other Business IP. The owner or applicant for each
Intellectual Property Right specified in the Disclosure Letter is correctly
stated. The Owned IP is valid and subsisting. The owner of each Intellectual
Property Right specified in the Disclosure Letter owns all of the rights and
interests in and has title to all of the relevant Intellectual Property Rights.
 (ii)
    
    A Group member owns all of the rights and interests in and has
title to, or has validly licensed to it, all of the Business IP. The Business
IP comprises all the Intellectual Property Rights required to carry on the
Groups businesses as they are currently carried on.
 (iii)
    
    The Owned IP is not subject to amendment, challenge, removal or
surrender. There is nothing that might prevent applications from being granted.
All fees relating to the Owned IP have been paid.
 (iv)
    
    No compulsory licences, licences of right or anything similar
have been, or are likely to be, granted for the Owned IP.
 (b)
    
    Source Code of the SoftwareNone of the Shareholders is aware of any unauthorised use of any Software source code owned
by the Group and no Group member has disclosed or provided the source code of the Software
to any customer, escrow agent or any other Person except to the employees or directors of
the Group members, or to any Person in violation of any agreement with its customer.(c)
    
    LicencesThe licences of Intellectual Property Rights granted to, and by, any Group Member are
binding and in force. None of the parties to them is in default and there are no grounds
on which they might be terminated. No disputes have arisen or are foreseeable in
connection with them.(d)
    
    No Infringement by Group MembersTo the best knowledge of the Company, the Company Subs and the Shareholders, none of the
operations of any Group Member infringes or has in the last 2 years infringed, the
Intellectual Property Rights of a third party. No third party has disputed the right of a
Group Member to use the Business IP and none of the Shareholders nor the Company is aware
of any circumstances likely to give rise to a dispute.(e)
    
    No infringement by Third Parties
 (i)
    
    To the best knowledge of the Company, the Company Subs and the
Shareholders, no third party is infringing the Business IP. No Group Member has
disputed the right of a third party to use the Intellectual Property Rights
owned or used by the third party and none of the
Shareholders nor the Company is aware of any circumstances likely to give rise to
a dispute.
  Page 57




---



##### 



(ii)
    
    No Group Member has acquiesced in the unauthorised use by a third
party of the Business IP.
 (iii)
    
    To the best knowledge of the Company, the Company Subs and the
Shareholders, there have been no acts or omissions that would prejudice the
rights of the Company or any Group Member to enforce the Business IP.
Transactions relating to the Business IP have been registered promptly, and
within applicable time limits.
 (f)
    
    Confidential InformationConfidential information of, or that has been used by, any Group Member has been kept
confidential and has not been disclosed to third parties except in the ordinary course of
business and subject to written confidentiality obligations from the third party. These
confidentiality obligations have not been breached.(g)
    
    EncumbrancesThe Business IP is not subject to any security interest, option, mortgage, charge or lien.(h)
    
    Restrictions on UseThere are no agreements or arrangements which restrict the disclosure, use or assignment by
any Group Member of the Business IP.(i)
    
    Loss of Intellectual Property RightsTo the best knowledge of the Company, the Company Subs and the Shareholders, the Business
IP will not be lost, or rendered liable to right of termination or cessation by any third
party, by virtue of subscription of the Subscription Shares, the purchase of the Sale
Shares or otherwise as a result of the performance of this Agreement.(j)
    
    Disclosure, Assignment and InventionsEach employee and independent contractor of a Group Member who, either alone or with
others, has created, developed or invented Intellectual Property Rights which a Group
Member uses or might use has entered into a written agreement with a Group Member which
obliges him to disclose and assign the Intellectual Property Rights to a Group Member. No
claims have been made or threatened by employees or ex-employees of a Group Member in any
jurisdiction for inventor compensation or anything similar.
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(k)
    
    DocumentationComplete and accurate records, files and documents have been maintained for all material
Business IP and the records, files and documents are in the possession or under the control
of a Group Member.
 (l)
    
    Information Technology
 (i)
    
    The IT Systems are owned by, or properly licensed, leased or
supplied under third party contracts to, a Group Member (Third Party Contracts).
The relevant Group Member is not in default under the Third Party Contracts.
There are no grounds on which the Third Party Contracts might be terminated and
there are no disputes or material service delivery issues existing or likely.
There is no reason to believe that the Third Party Contracts will not be renewed
when they expire on the same or substantially similar terms.
 (ii)
    
    There are no circumstances in which the ownership, benefit, or
right to use the IT Systems may be lost by virtue of the subscription of the
Subscription Shares or the purchase of the Sale Shares or otherwise as a result
of the performance of this Agreement.
 (iii)
    
    The IT Systems have not failed to any material extent and the
data that they process has not been corrupted to any material extent. To the
best knowledge of the Company, the Company Subs and the Shareholders, the IT
Systems do not contain viruses, bugs or things that materially distort their
proper functioning, permit unauthorised access or disable them without the
consent of the user.
 (iv)
    
    No Group Member has authorised a third party to modify, reverse
engineer or create derivative works of software or systems included in the IT
Systems or licensed by a Group Member to third parties.
 (v)
    
    No Group Member has disclosed the source code of software
included in the IT Systems, or licensed by a Group Member to third parties, to
any third party other than under a binding agreement with a reputable escrow
agent on the agents standard terms. Nothing has happened which might, and the
subscription of the Subscription Shares or the purchase of the Sale Shares by
the Investor will not, trigger release of the source code to a third party under
an escrow agreement.
 (vi)
    
    The Group Members have, in accordance with best industry
practice, taken precautions to preserve the availability, security and integrity
of the IT Systems and the data and information stored on the IT Systems.
 (vii)
    
    The IT Systems are adequate for the needs of the businesses of
the Group Members as carried out at the date of this Agreement.
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9. Contracts and Transactions
 (a)
    
    Contracts No Group Member is in default in any material respect in
the performance, observance or fulfilment of any of its obligations or
covenants contained in any contract to which it is a party with a Material
Customer (the Material Contracts). Each Material Contract to which any Group
Member is a party has been duly authorized, executed and delivered by such
entities and by each other party thereto and constitutes the valid and binding
obligation of each party thereto, enforceable against each party thereto in
accordance with its terms, except where such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors rights generally. No Group Member is in breach of any
Material Contract, and no party to a Material Contract has indicated any intention
to terminate any Material Contract prior to the expiration of its term.
 (b)
    
    Compliance with Laws To the best knowledge of the Company, the
Company Subs and the Shareholders, there are no contracts or obligations, agreements,
arrangements or concerted practices to which any of the Group Members is a party or by
which any of the Group Members is bound, and there are no practices in which any of
the Group Members is engaged, which are void, illegal, unenforceable or which
contravene any applicable laws and regulations.
 (c)
    
    No Breach With respect to each Contract, understanding, tender and
bid to which each of the Group Members is party or by which it is bound and to the
best knowledge of the Company, the Company Subs and the Shareholders:
 (i)
    
    such entity has duly performed and complied in all material
respects with each of its obligations thereunder;
 (ii)
    
    there has been no delay, negligence or other default on the
part of such entity and no event has occurred which, with the giving of
notice or passage of time, may constitute a default thereunder;
 (iii)
    
    such entity is under no obligation which cannot readily be
fulfilled, performed or discharged by it on time and without undue or unusual
expenditure or effort;
 (iv)
    
    such entity has the technical and other capabilities and
the human and material resources to enable it to fulfil, perform and
discharge all its outstanding obligations in the ordinary course of business
and without realising a material loss on completion of performance;
 (v)
    
    there are no grounds for rescission, avoidance, repudiation
or termination and such entity has not received any notice of termination.
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(d)
    
    Finance Documents Save as disclosed in the Disclosure Letter, there
are no loans, guarantees, Encumbrances or unusual liabilities given,
made or incurred by or on behalf of any of the Group Members (and, in particular
but without limiting the foregoing, no loans have been made by or on behalf of any
of the Group Members to any directors or shareholders of such entities) and no
Person has given any guarantee of or security for any overdraft, loan or loan
facility granted to such entities.
 (e)
    
    Change in Control None of the current agreements to which any Group
Members is a party can be terminated by virtue of the occurrence of an event of a
change in control of any Group Members or in the composition of the board of directors
of such entities or as a result of this Agreement.
 (f)
    
    Connected Party Transactions with respect to the Shareholders Save
as disclosed in the Disclosure Letter, (A) there are no Contracts, understandings,
transactions or proposed transactions between any Group Member, on the one hand and
any Shareholder or Connected Party of any Shareholder on the other hand, (B) no
Shareholder or his/her Connected Party is indebted to any Group Member, nor is any
Group Member indebted (or committed to make loans or extend or guarantee credit) to
any Shareholder or his/her Connected Person, and (C) none of the Shareholders or
Connected Parties of any Shareholder Controls any business entity with which any Group
Member is affiliated or with which any Group Member has a business relationship, or
any business entity that competes with any Group Member.
 (g)
    
    Authority to Enter into Contracts No Group Member has given any
powers of attorney or other authority express, implied or ostensible which is still
outstanding or effective to any Person to enter into any contract or commitment to do
anything on its behalf other than the authority of employees to enter into routine
contracts in the normal course of their duties.
 (h)
    
    Companys Business Save for holding the equity interest in the
Subsidiaries, the Company does not carry on any other business and does not have any
other assets, liabilities or obligations.
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10. Financial Matters relating to the Last Accounts
 (a)
    
    Last Accounts The Last Accounts were prepared based on the accounts of each Group
Member which were properly prepared by the internal accounting staffs of the Company who
believe, in good faith, that the accounts are accurate. On the basis of the accounting bases,
practices and policies used in theirpreparation and having regard to the purpose for
which they were prepared, the Last Accounts:
 (i)
    
    are true and accurate in all material respects, and are not
misleading in any material respect;
 (ii)
    
    do not materially over-state the value of the assets nor
materially under-state the liabilities of the Group, as at the dates to which
they were drawn up; and
 (iii)
    
    do not materially over-state the profits or materially
under-state the losses of the Group, in respect of the periods to which they
relate.
  (b)
    
    During the preparation of the Last Accounts, each Group Member provided all material
information that is relevant for the preparation of the Last Accounts.
 11. Position Since Last Accounts Date
 (a)
    
    Position Since Last Accounts Date Since the Last Accounts Date the business of each
Group Member has been carried on in the ordinary and usual course in all material respects;
there has not been any material interruption or alteration in the nature, scope or manner of
the business of any Group Member; there has been no material adverse change in any customer
relationship, the business, operations, financial condition, Assets or liabilities of any
Group Member as compared with the position disclosed by the Last Accounts; no Group Member has
made or agreed to make any payment other than routine payments in the ordinary and usual
course of trading; and there has not been any failure by any Group Member to pay its creditors
in the ordinary course of business.
 (b)
    
    In particular:
 (i)
    
    no share or loan capital has been allotted or issued or agreed to be allotted
or issued by any Group Member other than as provided in the Transaction Documents;
 (ii)
    
    there has been no change in the level of borrowing or in the working capital
requirements of each Group Member;
 (iii)
    
    there has not been any acquisition, sale, transfer or disposal of any Assets
of whatsoever nature by any Group Member;
 (iv)
    
    there has not been payment of any sum or benefit to any director of any Group
Member or any Key Personnel by way of remuneration, bonus, incentive or otherwise in
excess of the amounts paid or distributed to them by such entities at the Last
Accounts Date so as to increase their total remuneration;
 (v)
    
    there has not been any material change or amendment to any Material Contract
by which any Group Member is bound;
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(vi)
    
    there has not been any declaration or payment of any dividend or other
distribution by any Group Member; and
 (vii)
    
    there has not been any material debt, obligation or liability or any
contingent liability (whether on and off balance sheet)incurred, assumed or guaranteed
by any Group Member, except amounts incurred in the ordinary course of business.
 (c)
    
    Current Operations There is no existing fact or circumstance that may have a
material adverse effect on the ability of any Group Member to conduct its business as
currently conducted and contemplated to be conducted.
 12. Claims and Proceedings
 (a)
    
    No Litigation No Group Member is engaged in or has been notified that it is the
subject of any litigation, arbitration or administrative or criminal proceedings
(collectively, Litigation), whether as plaintiff, defendant or otherwise, which may have a
material adverse effect on such Group Member (excluding the Investor). No Shareholder nor any
director, officer or agent of any such entity is engaged in or has been notified that it is
the subject of any Litigation, whether as plaintiff, defendant or otherwise, which has or is
likely to have, a material adverse effect on its ability to perform its obligations under this
Agreement. There are no facts or circumstances to give rise to any such Litigation against
any of the Group Members, or any Shareholder or any director, officer or agent of any of such
parties.
 (b)
    
    No Pending Proceedings No Litigation that may have a material adverse effect on any
of the parties (excluding the Investor) is pending or, threatened against any of such Persons.
 (c)
    
    No Insolvency No order has been made and no resolution has been passed for the
winding up or liquidation as dissolution of any of the parties (excluding the Investor). No
distress, execution or other process has been levied on any of the Assets or properties of any
of the parties (excluding the Investor). None of the parties (excluding the Investor) is
insolvent or unable to pay its debts as they fall due.
 (d)
    
    No bankruptcy No bankruptcy order has been made or petition presented against any
Shareholder nor has any person threatened to present such an order or petition, nor has any
Shareholder made any composition with his creditors or requested a suspension of payment of
his debts nor has any steps been taken in relation to any Shareholder in respect of any of the
foregoing.
 (e)
    
    No Investigation or Inquiry To the best knowledge of any Group Member, no Group
Member is the subject of any material investigation or inquiry that may have a material
adverse effect on any Group Member, there are no facts which are likely to give rise to any
such investigation or inquiry and none have received notice with respect to any such matter
from the Tax authorities, administrative authorities of industry and commerce or labour and
social security authorities.
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13. Directors and Employees
 (a)
    
    Employees
 (i)
    
    The list provided to the Investor and initialled on behalf of the Investor
and the Company sets out a list of all Key Personnel and division managers of each
Group Member showing, by reference to appropriate grades or categories, the
remuneration payable and other principal benefits which each of such entities is bound
to provide.
 (ii)
    
    All employment agreements, other undertakings or agreements, either orally or
in writing, between each director and employee of each Group Member and such entities
set out the confidentiality obligations, non-compete obligations and termination
rights in relation to their employment with a Group Member.
 (b)
    
    Employment Agreements and Termination
 (i)
    
    Subject to any exception provided under applicable laws, there is
not in existence any written or unwritten contract of employment with a director
or an employee of any Group Member (or any contract or services with any person)
which cannot be terminated by three (3) months notice or less without giving
rise to a claim for damages or compensation (other than statutory payments on
termination of employment).
 (ii)
    
    No outstanding liability has been incurred by any Group Member
for breach of any contract of employment or for services or redundancy payments,
protective awards, compensation for wrongful dismissal or unfair dismissal or
for failure to comply with any order for the reinstatement or re-engagement of
any employee or for any other liability accruing from the termination of any
contract of employment or for services.
 (iii)
    
    No gratuitous payment has been made or benefit given (or
promised to be made or given) by any Group Member in connection with the actual
or proposed termination or suspension of employment, or variation of any
contract of employment, of any present or former director or employee of any
Group Member.
 (c)
    
    Compliance
 (i)
    
    Except in relation to the matters described in Schedule 13, each Group Member
has in relation to each of its employees (and so far as relevant to each of its former
employees) complied in all material respects with all statutes, regulations, codes of
conduct, collective agreements, terms and conditions of employment, orders and awards
relevant to their employment, conditions of service or to the relations between it and
its employees (or former employees, as the case may be) or any recognised trade union.
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##### 



(ii)
    
    Based on all gross wages and all compensation paid to all employees, each
Group Member has complied with all applicable laws and regulations in declaring such
wages and compensation to relevant Governmental Authorities, and in withholding and
paying all Taxes to the relevant Governmental Authorities based on such wages and
compensation paid to all its employees.
 (iii)
    
    To the best knowledge of each Group Member (as the case may be), there have
been no violations, no breaches of confidentiality or non-compete (within his or her
tenure) obligations by any of the Key Personnel or division managers of the Group
Members.
 (d)
    
    DisputesTo the best knowledge of each Group Member (as the case may be), no dispute that may have a
material adverse effect on any Group Member has arisen within the last two (2) years
between any Group Member and a material number or category of its employees (or any trade
union or labour union or other body representing all or any of such employees) and there
are no present circumstances which are likely to give rise to any such dispute.
 (e)
    
    Incentive SchemesNo Group Member has in existence any share incentive scheme, share option scheme or profit
sharing scheme other than bonus or commission for all or any of its directors or employees.
 14. Disclosure
 (a)
    
    No Misrepresentation. No representation, warranty or statement by the parties
(excluding the Investor) in this Agreement or any other Transaction Documents, or in any
Schedule, statement or certificate furnished to the Investor pursuant to this Agreement or any
other Transaction Document, contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements made herein, in light of the circumstances
under which they were made, not misleading.
 (b)
    
    Full disclosure. To the best knowledge of the parties (excluding the Investor) there
is no fact or circumstance relating to the Investor and which if disclosed might reasonably
have been expected to influence the decision of the Investor to enter into the proposed
transaction under this Agreement.
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SCHEDULE 3
 Deed of Adherence
 THIS DEED    Transferee/Subscriber
  Shareholders Investment Agreement
  (a)
    
    the parties to the Investment Agreement as at the date of the Investment Agreement; and
 (b)
    
    any other person or persons who may after the date of the Investment Agreement (and whether
prior to or after the date hereof) assume any rights or obligations under the Investment
Agreement and be permitted to do so by the terms thereof.
  (a)
    
    makes any representations or warranty or assumes any responsibility with respect to the
legality, validity, effectiveness, adequacy or enforceability of the Investment Agreement or
any agreement entered into pursuant thereto;
 (b)
    
    makes any representation or warranty or assumes any responsibility with respect to the
content of any information regarding the Company or any Group Member or otherwise related to
the acquisition of shareholder instruments in the Company; or
 (c)
    
    assumes any responsibility for the financial condition of the Company or any Group Member or
any other party to the Investment Agreement or any other document; or
 (d)
    
    assumes any responsibility for the performance and observance by the Company or any other
party to the Investment Agreement or any other document (save as expressly provided therein)
of the Investment Agreement or any other document,
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##### 



Duly Delivered as a Deed on the date and year first above written.
 EXECUTED
    
    )and DELIVEREDas a DEEDby
    
    )[]
    
    )acting by two directors/a director and the secretary
    
    )
 [Execution block to be amended to reflect nature of party signing Deed of Adherence]
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SCHEDULE 4
 Service Agreement
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SCHEDULE 5
 Key Personnel
 Name
    
    Nationality
    
    
    ID Number
    
    
    Domicile
    
    
    TitleTien, Ting-Feng
    
    Taiwan
    
    
    A123446603
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SCHEDULE 6
 Corporate Structure of the Group at Completion
 (
  Page 70




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##### 



SCHEDULE 7
 Restated Articles
  Page 71




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##### 



SCHEDULE 8
 Limitations on Liability
 Limitations not applicable if fraud etc
 Matters disclosed or taken into account
 (a)
    
    if and to the extent that the fact, matter, event or circumstance giving rise to such claim was
fairly and specifically disclosed in the Disclosure Letter; or
 (b)
    
    if and to the extent the matter is specifically provided or reserved for (and not released
prior to Completion) in the Last Accounts.
 Limit in respect of Claims for Indemnities
 (a)
    
    after the signature of the audit report on the Groups audited consolidated financial
statements in respect of the second full Financial Year after Completion; or
 (b)
    
    in respect of any amount in excess of the Consideration.
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SCHEDULE 9
 Last Accounts
  Page 73




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##### 



SCHEDULE 10
   Page 74