exv10w2w6





Exhibit 10.2.6



[Translation of Chinese original]





EQUITY TRANSFER AGREEMENT



This Agreement is entered into on this 12th day of June, 2009 by and among:





	(1)	 	REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD., a limited liability company duly
established and validly existing under the laws of the People’s Republic of China, with its
domicile at Suite 804, Building 2, 19 Jianguomenwai Avenue, Chaoyang District, Beijing
(hereinafter referred to as the “Transferor”);
	 
	(2)	 	WEIDONG ZHU, a natural person and citizen of the People’s Republic of China whose ID card
number is 310110197006105018 and whose residential address is Flats 801 and 802, Building 3,
163 Puhuitang Road, Shanghai;
	 
	 	 	ZHENHUI WANG, a natural person and citizen of the People’s Republic of China whose ID card
number is 31010219690611525X and whose residential address is Flat 202, 62 Zinan Huayuan
Ercun, Zizhu Road, Minhang District, Shanghai;
	 
	 	 	WENHUA CAO, a natural person and citizen of the People’s Republic of China whose ID card
number is 330102195906230636 and whose residential address is 25-1, Phase 1, Dahua
Xiqifengqing, Wenyi West Road, Hangzhou, Zhejiang; (Weidong Zhu, Zhenhui Wang and Wenhua Cao
are hereinafter collectively referred to as “Transferee”); and
	 
	(3)	 	SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD., a limited liability company duly established
and validly existing under the laws of the People’s Republic of China, with its domicile at
D-541, 1 Huyi Road, Shanghai (the “Company”).




(The Transferee, the Transferor and the Company shall hereinafter be referred to, jointly, as the
“Parties” and, individually, as a “Party”).



The current registered capital of the Company is Renminbi Three Million (RMB3,000,000). The
Transferor holds 100 percent of the equity interest of the Company. Pursuant to the relevant laws
and regulations, and following the negotiations between the Parties hereto, it is agreed as
follows:




ARTICLE 1. EQUITY TRANSFER





	 	1.	 	The Transferor shall transfer 40 percent of the total equity interest in the Company to
Weidong Zhu for a consideration of Renminbi One Million and Two Hundred Thousand
(RMB2,200,000), 40 percent of the total equity interest in the Company to Zhenhui Wang for
a consideration of Renminbi One Million and Two Hundred Thousand (RMB1,200,000), and 20
percent of the total equity interest in the Company to Wenhua Cao for a consideration of
Renminbi Six Hundred Thousand (RMB600,000).
	 
	 	2.	 	The Transferor warrants that the equity interest to be transferred has not been
pledged. With the exception of the foregoing, the Transferor shall not make any
representations, 




 









 






	 	 	 	warranties nor bear any liabilities with respect to the equity interest to
be transferred or the status of the Company.






	 	3.	 	The Parties confirm that the consideration for the equity transfer has been paid in
full by the Transferee on the execution date hereof in accordance with the manner as
agreed, with each party comprising the Transferee hereto paying its respective share of the
consideration.





ARTICLE 2. LIABILITY FOR BREACH OF CONTRACT



If any Party is in breach of the provisions hereof, it shall bear the corresponding liabilities in
respect of the breach.




ARTICLE 3. DISPUTE RESOLUTION



In the event of a dispute in the performance of this agreement, the Parties shall resolve the
dispute through negotiations. If the dispute is not resolved by negotiations, any Party may submit
the dispute for arbitration to the Shanghai Arbitration Commission.




ARTICLE 4. OTHERS





	 	1.	 	This Agreement is made in six (6) counterparts, the Parties hereto shall each hold one
original and the remaining originals shall be used to carry out the relevant registration
procedures.
	 
	 	2.	 	This Agreement shall enter into effect after it is signed by the Parties.




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Transferor:



REDGATE INTERACTIVE ADVERTISING
 (BEIJING) CO., LTD. [company seal]




	 	 	 	 	 
	 	 	 
	By:  	/s/ Ying Zhu
 	 	 
	  	Name of Legal Representative:  	 Ying Zhu	 	 






Transferee:




WEIDONG ZHU




	 	 	 	 	 
	Signature:  	/s/ Weidong Zhu
 	 	 
	 	 	 



ZHENHUI WANG




	 	 	 	 	 
	Signature:  	/s/ Zhenhui Wang
 	 	 
	 	 	 
	WENHUA CAO
 	 	 
	Signature:  	/s/ Wenhua Cao
 	 	 


SHANGHAI YARUN CULTURE 
COMMUNICATIONS CO., LTD. [company seal]




	 	 	 	 	 
	By:  	/s/ Weidong Zhu
 	 	 
	  	Name of Legal Representative:  	Weidong Zhu