exv10w4w9






Exhibit 10.4.9




[Translation of Chinese original]




EQUITY TRANSFER AGREEMENT




In Connection With



Shanghai Hongmen Advertising Co., Ltd.



Made by and Between



Redgate Interactive Advertising (Beijing) Co., Ltd.



And



Weidong Zhu



December 5, 2009



 









 




This Equity Transfer Agreement (“Agreement”) is entered into on this 5th day of
December, 2009 in Beijing, China by and between:





	(1)	 	Redgate Interactive Advertising (Beijing) Co., Ltd., a limited liability company incorporated
and existing in accordance with the laws of China, with its registered address at Room 804,
Tower B, No.19, Jianguomenwai Avenue, Chaoyang District, Beijing, China (“Transferee”); and
	 
	(2)	 	Weidong Zhu, a natural person and shareholder of Shanghai Hongmen Advertising Co., Ltd., with
the ID Card number of 310110197006105018 (“Transferor”).
	 
	(The Transferee and Transferor are hereinafter collectively referred to as the “Parties”, and
individually as a “Party”.)




WHEREAS:





	(A)	 	Shanghai Hongmen Advertising Co., Ltd. (“Company”) is a limited liability company
incorporated and existing in accordance with the laws of China, and, as of the date of this
Agreement, the registered capital of the Company is RMB Seven Million Eight Hundred Fifty
Thousand Nine Hundred Sixty Four (RMB 7,850,964);
	 
	(B)	 	The Transferee holds 18.354% equity interest of the Company, and the Transferor holds 25%
equity interest of the Company; and
	 
	(C)	 	The Transferor intends to sell its 25% equity interest of the Company (“Equity Interest to Be
Transferred”) and the Transferee intends to purchase the Equity Interest to Be Transferred in
accordance with the terms and conditions of this Agreement.




NOW, THEREFORE, the Parties hereby enter into the following terms and conditions through amiable
negotiation:





	1.	 	Equity Transfer






	 	1.1	 	The Transferor hereby agrees to sell its 25% equity interest of the Company to the
Transferee, and Transferee hereby agrees to purchase the Equity Interest to Be Transferred
free from any encumbrance, including all existing and future rights attached to such Equity
Interest to Be Transferred (“Equity Transfer”).
	 
	 	1.2	 	The price of the Equity Interest to Be Transferred is RMB One Million (RMB 1,000,000).
	 
	 	1.3	 	The Equity Interest shall be delivered within two months upon execution of this
Agreement.
	 
	 	1.4	 	Time of Payment of the Price of the Equity Interest to Be Transferred
	 
	 	 	 	Within one month after the Transferee and its Affiliates are listed in United States, the
Transferee shall pay RMB One Million (RMB 1,000,000) to the Transferor in one lump sum.






	2.	 	Representations and Warranties






	 	2.1	 	The Transferor hereby warrants to the Transferee that he is the lawful owner of the
Equity Interest to Be Transferred and has the full and effective rights to dispose of the
Equity Interest to Be Transferred. The Transferor warrants that the Equity Interest to Be
Transferred is free from any pledge or other security interest and is not subject to any
claim by any third party.
	 
	 	2.2	 	The Transferor warrants to the Transferee that he has lawful rights and full power and
authority to execute and perform this Agreement.






	3.	 	Further Covenants






	 	3.1	 	The Transferor shall procure the directors appointed by him in accordance with the
Articles of Association of the Company to resign on the date of this Agreement. Such
directors shall confirm that there is not any dispute with the Company during their
employment with the Company, and will not make any claim against the Company after their
resignation.
	 
	 	3.2	 	The Transferor hereby acknowledges that, upon completion of the Equity Transfer, the
further reorganization and subsequent equity transfer as mentioned in Article 4 of the
Investment Framework Agreement signed on December 19, 2007 (as amended by the
Supplementation and Amendment Agreement signed on May 23, 2008) by the Transferor,
Transferee and other 




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	 	 	 	relevant parties shall be deemed as having been completed, and the
Transferor will make no
claim against the Company or the Transferee thereafter.






	4.	 	Governing Law and Dispute Settlement






	 	4.1	 	Governing Law






	 	 	This Agreement shall be governed by and construed in accordance with the applicable laws of
China.






	 	4.2	 	Arbitration
	 
	 	4.2.1	 	Any dispute arising from or relating to this Agreement shall be first settled by the
Parties through amiable negotiation. If such dispute (including the dispute regarding the
validity or existence of this Agreement) can not be settled through negotiation within
sixty (60) days after either Party gives a notice to the other Party, such dispute shall be
submitted to China International Economic and Trade Arbitration Commission Shanghai
Sub-commission for arbitration in accordance with then effective arbitration rules of the
said Commission.
	 
	 	4.2.2	 	The arbitration award shall be final and binding upon the Parties, and shall be
enforceable according to the relevant provisions.
	 
	 	4.2.3	 	The arbitration cost shall be borne by the losing party. If it is necessary for either
Party to initiate any lawsuit to enforce the arbitration award, the breaching party shall
bear any and all reasonable costs and expenses incurred therefrom, including but not
limited to reasonable attorney’s fees, additional costs and expenses incurred from any
legal action or arbitration for enforcement of the arbitration award.
	 
	 	4.2.4	 	During the course of dispute settlement, the Parties shall continue to fully perform
this Agreement other than those issues involved in the dispute.






	5.	 	Expenses
	 
	 	 	The expenses incurred from negotiation, preparation and performance of this Agreement shall be
borne by each Party respectively.
	 
	6.	 	Entire Agreement
	 
	 	 	This Agreement and all agreements and/or documents referred to or expressly included herein
shall constitute an entire agreement between the Parties with respect to the subject matter
hereof, and supersede all previous oral and written agreements, contracts, understandings and
communications between the Parties with respect to the same subject matter.
	 
	7.	 	Severability
	 
	 	 	If any provision of this Agreement is held invalid or unenforceable, such provision (to the
extent of its invalidity or unenforceability) shall not be enforced and shall be deemed as
severable from this Agreement, but the validity of the remaining provisions of this Agreement
shall not be affected. The Parties shall use all reasonable efforts to replace such invalid or
unenforceable provision with a valid and enforceable provision, and the effect of such replacing
provision shall be same as the original effect of the invalid or unenforceable provision as far
as practicable.
	 
	8.	 	Waiver
	 
	 	 	Either Party’s failure or delay to exercise any right or remedy hereunder shall not be deemed as
a waiver or change of such right or remedy. The Parties rights and remedies hereunder or granted
hereby are cumulative.
	 
	9.	 	Liabilities for Breach of Contract
	 
	 	 	In case of any breach of this Agreement, the breaching Party shall indemnify the non-breaching
Party against all losses and damages resulting from such breach of this Agreement.
	 
	 	 	This Agreement is written in Chinese and executed by the duly authorized representatives of the
Parties in Beijing, China with four (4) originals, one (1) for each Party hereto and the
remaining copies for completing the registration procedures with the relevant government
authority.




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(Execution Page)




	 	 	 	 	 
	Redgate Interactive Advertising (Beijing) Co., Ltd.

 	 
	Signature:  	/s/ Ying Zhu
 	 
	 	Name:  	Ying Zhu 	 
	 	Title:  	Legal Representative 	 
	 
	Weidong Zhu

 	 
	Signature:  	/s/  Weidong Zhu
 	 
	 	 	 
	 	 	 
	 




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