EXECUTION
      VERSION

     

    INVESTOR
      RIGHTS AGREEMENT

     

    THIS
      INVESTOR RIGHTS AGREEMENT (this “Agreement”) is
      made
      and entered into as of December 28, 2007, by and among (i) (a) China Mobile
      Media Technology Inc.,
      a
      Nevada corporation (the “Company”), Magical
      Insight Investments Limited (“Magical”), a
      British
      Virgin Islands corporation and each of Beihai Hi-Tech Wealth Technology
      Development Co. Ltd. and Beijing Hi-Tech Wealth Communication Technology Co.,
      Ltd., which are incorporated under the laws of the People’s Republic of China
      (the “PRC”)
      (the
      “WFOE”, and,
      together with the companies set forth on Schedule
      A
      hereto,
      the “Group Companies”); (b)
      Dr.
      ZHANG Zhengyu, (c) Mr. MA Qing, (d) Ms. LI Ming (collectively, Messrs. ZHANG
      and
      MA and Ms. LI are referred to herein as the “Controlling
      Shareholders” and
      individually as the “Controlling
      Shareholder”, and
      for
      purposes of Section
      6,
      each is
      a “Senior
      Management Member”); and
      (ii)
      Abax Lotus Ltd. (the “Investor” or
      “Abax”).
      Capitalized terms used herein but not otherwise defined herein shall have the
      respective meanings set forth in the Purchase Agreement (as defined
      below).

     

    WITNESSETH:

     

    WHEREAS,
      the Group Companies and the Investor have entered into certain Securities
      Purchase Agreement dated as of December 28, 2007 (the “Purchase
      Agreement”),
      pursuant to which Magical has agreed to issue to the Investor, and the Investor
      has agreed to purchase
      from Magical, an aggregate of no more than RMB 150,000,000 of its Guaranteed
      Senior
      Notes
      due 2014 (the “Notes”)
      and
      in
      connection therewith purchase from the Company certain warrants (the
“Warrants”)
      to
      purchase the Company’s common stock, par value $.001 (the “Common
      Stock”, and,
      together with the Notes, the “Securities”);

     

    WHEREAS,
      in consideration of Investor’s entering into the Purchase Agreement,
      the
      Company, the Group Companies and the Controlling Shareholders have agreed to
      provide certain rights to Investor as set forth in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties
      hereto,
      intending to be legally bound by this agreement, agree as follows:

     

    1. Representations
      and Warranties of the Group Companies and the Controlling
      Shareholders.
      Each of
      the Group Companies and the Controlling Shareholders, jointly and severally,
      represents and warrants that:

     

    1.1 Dr.
      ZHANG
      Zhengyu is the beneficial owner, free and clear of all Liens (other than the
      pledge of Common Stock given pursuant to that certain Share Pledge dated
      February 28, 2006 in favor of Warburg Pincus Asia LLC to secure certain
      non-competition obligations by the stockholder in respect of the Company’s
      business (the “Noncompetition
      Pledge”), of
      21,200,000 shares of Common Stock (of record or through a brokerage firm or
      other nominee arrangement), which constitutes 3 5.9% of the outstanding voting
      power of the Company’s capital stock.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2 Mr.
      MA
      Qing is the beneficial owner, free and clear of all Liens (other than the
      Noncompetition Pledge), of 5,500,000 shares of Common Stock (of record or
      through a brokerage firm or other nominee arrangement), which constitutes 9.3%
      of the outstanding voting power of the Company’s capital stock.

     

    1.3 Ms.
      LI
      Ming is the beneficial owner, free and clear of all Liens (other than the
      Noncompetition Pledge), of 9,500,000 shares of Common Stock (of record or
      through a brokerage firm or other nominee arrangement), which constitutes 16.1%
      of the outstanding voting power of the Company’s capital stock.

     

    1.4 Each
      of
      the Group Companies and the Controlling Shareholders (each of the foregoing,
      a
“Warrantor”) has
      full
      power and authority to make, enter into and carry out the terms of this
      Agreement. This Agreement has been duly executed and delivered by each Warrantor
      and constitutes the legal, valid and binding obligations of such Warrantor
      enforceable against such Warrantor in accordance with its terms, except as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally.

     

    1.5 The
      execution and delivery of this Agreement by each Warrantor do
      not, and
      the performance of this Agreement by such Warrantor will not: (i) conflict
      with
      or violate any law, rule regulation, order, decree or judgment applicable to
      such Warrantor or by which such Warrantor or any of the properties of such
      Warrantor is or may be bound or affected, or the Charter Documents of any Group
      Company; (ii) result in or constitute (with or without notice or lapse of time)
      any breach of or default under any contract to which such Warrantor is a party
      or by which such Warrantor or any of the affiliates or properties of such
      Warrantor is or may be bound or affected, or (iii) result in the creation of
      any
      encumbrance or restriction on any of the shares of Common Stock or equity
      interests in any other Group Company or properties of such Warrantor, other
      than
      in each of clause (i), (ii) and (iii), such conflicts, violations, breaches
      of
      defaults that would not, individually or in the aggregate, have a Material
      Adverse Effect. The execution and delivery of this Agreement by each Warrantor
      do not, and the performance of this Agreement by each Warrantor will not,
      require any consent or approval of any Person.

     

    2. Covenants
      and Agreements.

     

    Unless
      the context requires otherwise, each Group Company hereby covenants and
      agrees, and each of the Controlling Shareholders hereby covenants and agrees
      to
      cause each
      Group
      Company to do, as follows:

     

    2.1 Business
      Plan and Annual Budget.
      As long
      as Abax holds in aggregate 10% of the Notes it purchased under the Purchase
      Agreement, or at least 3.5 % of the Company’s issued and outstanding common
      stock (in either case, the “Minimum
      Holding”, such
      Investor being referred to herein as an “Eligible Investor”), to
      the
      extent permitted by applicable laws and regulations, the Company shall prepare
      and submit to the Investor for its approval (such approval is referred to herein
      as “Investor
      Approval”, whether
      approved by Abax or any other Eligible Investor) at least thirty (30) days
      prior
      to the beginning of the next financial year or period
      the annual budget (“Annual
      Budget”) of
      the
      Company and its Subsidiaries on a
      consolidated basis setting out in reasonable detail the planned annual capital
      and operating budgets in reasonable detail, projected revenues, a projected
      financial statement for such fiscal year on a quarterly basis, and promptly
      after preparation from time to time, any revisions to the forecasts contained
      therein of the Company and its Subsidiaries and attaching thereto such notes
      as
      are necessary, desirable or customary, together with a business plan setting
      forth in reasonable detail the operating goals of the Company and its
      Subsidiaries for the following year (the “Business
      Plan”), accompanied
      by such qualifications and disclaimers as management shall deem appropriate
      in
      the circumstances.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    2.2 Other
      Covenants.
      As long
      as the Investor holds the Minimum Holding, each Group Company hereby covenants
      and agrees, and the Controlling Shareholders hereby covenant and agree to cause
      each Group Company to do, as follows, unless the Investor otherwise provides
      prior Investor Approval in its sole discretion:

     

    (a) No
      Group
      Company shall change the substantive responsibilities of any member of the
      senior management of such Group Company and its Subsidiaries, or substitute
      any other Person to perform the substantive responsibilities of such members
      of
      senior
      management as they are performed as of the date hereof, other than in the case
      of incapacity of such member of senior management (which for purposes of this
      paragraph shall mean Ma Qing, Li Ming and Zhang Zhengyu).

     

    (b) No
      Group
      Company or its Subsidiaries shall issue any securities, create any security
      interest or enter into any transaction or a series of related transactions
      the
      completion of which will result in a Change of Control of the Company.
“Change
      of Control” shall
      have the meaning as defined in the Indenture.

     

    (c) No
      Group
      Company or its Subsidiary shall change the number of members
      of the board of directors (“Board”)
      of
      such
      Group Company or its Subsidiaries, or the
      composition or structure of the board or board committees of the Group Company
      or its Subsidiaries or establish board committees of such Group Company or
      its
      Subsidiaries, or delegate powers of any Board to a committee, or change the
      powers, duties or responsibilities delegated to any committee of the Board
      of
      such Group Company in a manner adverse to the Investors.

     

    (d) No
      Group
      Company shall amend, alter, waive or repeal any provision of such Group
      Company’s or its Subsidiaries’ certificate of incorporation, memorandum and
      articles of association or any other organizational or constitutional documents
      of such Group Company or its Subsidiaries in a manner adverse to the
      Investors.

     

    (e) The
      Company shall retain a firm of independent public accountants (the “Accountants”) of
      recognized international standing (from those listed on Schedule
      B
      hereto)
      that is acceptable to the Investors (as determined by Investor Approval), who
      shall certify the Company’s consolidated financial statements each at the end of
      each fiscal year. The Company shall not terminate the services of the
      Accountants without prior written Investor Approval. In the event that the
      Accountants elect to terminate their services to the Company, the Company shall
      provide Eligible Investors with a written notice prior to such resignation
      if
      reasonably practicable and if not, promptly thereafter notify Eligible
      Investors, and in any event shall
      request the Accountants to deliver to Eligible Investors a letter from the
      Accountants setting
      forth
      the reasons for the termination of their services. In the event of such
      termination, the Company shall promptly thereafter engage another firm of
      independent public accountants of recognized international standing (from those
      listed on Schedule
      B
      hereto)
      that is acceptable to the Investors (as determined by Investor Approval) to
      be
      the new Accountants. In its notice to the Investors, the Company shall state
      whether the change of Accountants was recommended or approved by the Company’s
      Board or any committee thereof.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (f) Without
      prior written Investor Approval, no Group Company shall expend
      any money in any financial year or period that deviates in amount by more than
      20% of
      the
      amount in the Approved Budget.

     

    (g) No
      Group
      Company or its Subsidiaries shall enter into any activities which
      are
      not in the Ordinary Course of Business of such Group Company or such Subsidiary,
      as
      the case
      may be. For the purposes of this paragraph, the term “Ordinary
      Course of Business” means
      the
      ordinary course of business presently engaged in by the Group Company or its
      Subsidiaries as consistent with the past custom and practice of the Company
      and
      permitted under the all necessary licenses, consents, authorizations, approvals,
      orders, certificates and permits duly obtained by the Group
      Companies.

     

    3. Right
      of First Refusal for Future Securities Offerings.

     

    3.1 Issuance
      Notice.

     

    (a) So
      long
      as an Investor owns the Minimum Holding, if the Company proposes to issue or
      sell any securities to a purchaser that is not an Affiliate of the Company
      (the
“Proposed
      Third Party Purchaser”), the
      Company shall, not less than twenty (20) days prior to
      the
      consummation of such issuance or sale, offer such securities to each Eligible
      Investor by sending written notice (an “Issuance
      Notice”)
      to
      Eligible Investors, which Issuance Note shall state (a) a description of the
      securities to be issued or sold, including detailed terms of such securities,
      (b) the amount of the securities proposed to be issued to the Proposed Third
      Party Purchaser (the “Offered
      New Securities”); (c)
      the
      proposed purchase price for the Offered Securities (the “Issuance
      Price”); and
      (d)
      the terms and conditions of such proposed sale. For purposes of this Agreement,
      an “Affiliate” shall
      refer to: (i) any Person directly or indirectly controlling, controlled by
      or
      under common control with another Person, (ii) any Person owning or controlling
      50% or more of the outstanding voting securities of such other Person, (iii)
      any
      officer, director or partner of such Person, (iv) a trust for the benefit of
      such Person referred to in the foregoing clause (ii) of this
      definition.

     

    (b) The
      Issuance Notice shall also include a copy of any written proposal, term sheet
      or
      letter of intent or other agreement or understanding relating to the Offered
      New
      Securities. Upon delivery of the Issuance Notice, such offer shall be
      irrevocable unless and until the rights of first refusal provided for herein
      shall have been waived or shall have expired.

     

    3.2 Option;
      Exercise.
      By
      notification to the Company within fifteen (15) days after the Issuance Notice
      is given, each Eligible Investor may elect to purchase or otherwise acquire,
      at
      the price and on the terms specified in the Issuance Notice, an amount equal
      to
      the proportion of Offered New Securities that bears the same
      proportion as such Eligible Investor’s Securities bears to the Securities owned
      by all
      such
      Eligible Investors who may elect to purchase Offered New Securities (all
      such
      Securities being valued as the aggregate principal amount of Notes held by
      such
      Eligible Investors, and for purposes of such calculation, any Warrant Shares
      held by such Eligible Investors valued at the aggregate amount equal to the
      product of the number of such shares and the exercise price thereof, hereinafter
      referred to as the “Investor’s
      Pro Rata Share”);
      provided,
      however, that
      if
      transaction set forth in the Issuance Notice involves a registered public
      offering of securities by the Company, then in such event, in lieu of its right
      to purchase of its Investor’s Pro Rata Share of the Offered New Securities, each
      Eligible Investor may elect to purchase or otherwise acquire up to that portion
      of the Offered New Securities which equals the proportion that the Common Stock
      issued and held, or issuable (directly or indirectly) upon conversion and/or
      exercise, as applicable, of the Warrants and any other securities exercisable
      for or convertible into Common Stock (the “Derivative
      Securities”) then
      held
      by
      such Eligible Investor bears to the total number of shares of Common Stock
      of
      the
      Company then outstanding (assuming full conversion and/or exercise, as
      applicable, of all Warrants and other Derivative Securities). The closing of
      any
      sale pursuant to this Section
      3.2
      shall
      occur within thirty (30) days after the date on which such notification is
      first
      given by such Eligible Investor. Each Eligible Investor (or its assignees)
      shall
      be entitled to apportion the rights of first refusal hereby granted to it among
      itself and its Affiliates in such proportions as it deems
      appropriate.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.3 Right
      to Sell to Proposed Third Party Purchaser.
      If less
      than all of the Offered New Securities entitled to be purchased or acquired
      by
      the Eligible Investors are elected to be purchased or acquired as provided
      in
Section
      3.2,
      the
      Company may, during the thirty (30) day period following the expiration of
      the
      fifteen (15) day period provided in Section
      3.2,
      offer
      and sell the remaining unsubscribed portion of such securities to the Proposed
      Third Party Purchaser in the Issuance Notice at a price not less than, and
      upon
      terms not materially more favorable to the Proposed Third Party Purchaser than,
      those specified in the Issuance Notice. If the Company does not enter into
      an
      agreement for the sale of such securities within such period, or if such
      agreement is not consummated within thirty (30) days after the execution
      thereof, the right of first refusal provided hereunder shall be deemed to be
      revived and such securities shall not be offered to a third party unless first
      reoffered to all Eligible Investors in accordance with this
      Section.

     

    4. Right
      of First Refusal for the Controlling Shareholders’ Transfer and Tag-Along
      Right.

     

    4.1 Securities
      Notice.
      As long
      as an Investor holds the Minimum Holding, subject to Section
      4.8
      of this
      Agreement, if any Controlling Shareholder proposes to sell or transfer any
      securities of the Company held by it or any other Permitted Holder (as defined
      below) to a third party purchaser (the “Third
      Party Purchaser”)
      other
      than as otherwise agreed by Investor Approval in writing prior to such sale
      or
      transfer, or in the case of any Exempt Transfer (as defined in Section
      4.7
      below),
      such Controlling Shareholder shall, within twenty (20) days prior to the
      consummation of such transfer or sale, offer such securities to Eligible
      Investors by sending written notice (an “Offering
      Notice”) to
      Eligible Investors, which shall state (a) the identity of the Third Party
      Purchaser, (b) the type and number of such securities proposed
      to be transferred (the “Offered
      Securities”), including
      detailed terms of such
      securities (if other than Common Stock); (c) the proposed purchase price per
      share for the Offered Securities (the “Offer
      Price”); and
      (d)
      the terms and conditions of such sale. The Offering Notice shall also include
      a
      copy of any written proposal, term sheet or letter of intent or other agreement
      or understanding relating to the Offered Securities. Upon delivery of the
      Offering Notice, such offer shall be irrevocable unless and until the rights
      of
      first refusal provided for herein shall have been waived or shall have
      expired.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    4.2 Option;
      Exercise.
      For a
      period of fifteen (15) days after the giving of the Offering Notice pursuant
      to
Section
      4.1
      (the
“Option
      Period”), each
      Eligible Investor shall have the right to purchase its Investor’s Pro Rata Share
      of the Offered Securities at a purchase price equal to the Offer Price and
      upon
      terms and conditions no less favorable than those set forth in the Offering
      Notice; provided,
      however,
      that
      if
      transaction set forth in the Offering Notice involves a registered public
      offering of securities by the Controlling Shareholder, then in such event,
      in
      lieu of its right to purchase all of the Offered Securities, each Eligible
      Investor may elect to purchase or otherwise acquire that portion of the Offered
      Securities which equals the proportion that the Common Stock issued and held,
      or
      issuable (directly or indirectly) upon conversion and/or exercise, as
      applicable, of the Warrants and any other Derivative Securities then held,
      by
      such Eligible Investor bears to the total Common Stock of the Company then
      outstanding (assuming full conversion and/or exercise, as applicable, of all
      Warrants and other Derivative Securities). Each Eligible Investor (or its
      assignees) may assign to any of its Affiliates (other than a Person engaged
      in
      the Business) all or any portion of its rights pursuant to this
      Section.

     

    4.3 The
      right
      of an Eligible Investor to purchase all or any part of the Offered Securities
      under Section
      4.2
      above
      shall be exercisable by delivering written notice
      of
      the exercise thereof (the “ROFR
      Exercise Notice”),
      prior
      to the expiration of
      the
      Option Period, to the Controlling Shareholder. The failure of such Eligible
      Investor to respond within the Option Period to such Controlling Shareholder
      shall be deemed to be a waiver of that Eligible Investor’s rights under
Section
      4.1
      above,
provided
      that
      any
      other Eligible Investor that is eligible to tender a ROFR Exercise Notice may
      elect to exercise its Investor’s Pro Rata Share of such waived rights under
Section
      4.2
      above
      prior to the expiration of the Option Period by giving written notice to the
      Controlling Shareholder.

     

    4.4 Closing.
      The
      closing of the purchases of Offered Securities subscribed for by such Investors
      under Section
      4.3
      shall be
      held at the executive office of
      the
      Company at 11:00 a.m., local time, on the 30th day after the giving of the
      ROFR Exercise
      Notice pursuant to Section
      4.3
      or at
      such other time and place as the parties to
      the
      transaction may agree. At such closing, such Controlling Shareholder shall
      deliver certificates representing such Offered Securities, duly endorsed for
      transfer and accompanied by all requisite transfer taxes, if any, and such
      Offered Securities shall be free and clear of any Liens (other than those
      arising hereunder and those attributable to actions by the purchasers thereof)
      and the Controlling Shareholder shall so represent and warrant, and shall
      further represent and warrant that it is the sole beneficial and record owner
      of
      such Offered Securities. Such Eligible Investors shall deliver at the closing
      payment in full in immediately available funds for the Offered Securities
      purchased by them or their respective Affiliates. At such closing, all of the
      parties to the transaction shall execute such additional documents as are
      otherwise necessary or appropriate.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    4.5 Sale
      to a Third Party Purchaser.
      Unless
      Eligible Investors elect to purchase all of the Offered Securities under
Section
      4.2,
      the
      Controlling Shareholder may, subject to Section
      4.8,
      sell
      the remaining Offered Securities not purchased by such
      Eligible Investors to the Third Party Purchaser identified in the Offering
      Notice at
      a price
      not less than the Offer Price, and on terms not materially more favorable than
      the terms set forth in the Offering Notice; provided,
      however, that
      such
      sale is bona fide and made pursuant to a contract entered into within thirty
      (30) days after the earlier to occur of (i) the waiver by Eligible Investors
      of
      their respective rights to purchase the Offered Securities and (ii) the
      expiration of the Option Period (the “Contract
      Date”); and
      provided
      further, that
      such
      sale shall not be consummated unless prior to the purchase by such Third Party
      Purchaser of any of such Offered Securities, such Third Party Purchaser shall
      become a party to this Agreement and agree to be bound by the terms and
      conditions hereof that are applicable to the Controlling Shareholder,
provided
      that
      if
      such Third Party Purchaser, together with any other Third Party Purchasers
      and
      on an aggregated basis, owns less than 10% of the Company’s outstanding capital
      stock on an as-converted, fully diluted basis following such sale, then such
      Third Party Purchaser shall not be bound by Sections
      1,
      2, 3 and
      6 of this Agreement. If such sale is not consummated within thirty (30) days
      after the earlier to occur of (i) the waiver by Eligible Investors of their
      respective options to purchase the offer and (ii) the Contract Date for any
      reason, then the restrictions provided for herein shall again become effective,
      and no transfer of such Offered Securities may be made thereafter by such
      Controlling Shareholder without again offering the same to Eligible Investors
      in
      accordance with this Section.

     

    4.6 Tag-Along
      Right.
      (a) If
      the Controlling Shareholder is directly or indirectly transferring Offered
      Securities to a Third Party Purchaser pursuant to Section
      4.5,
      then
      each Eligible Investor shall have the right to sell to such Third Party
      Purchaser that number of Shares equal to that percentage of the Offered
      Securities determined by dividing (i) the total number of outstanding shares
      of
      the Common Stock of the Company (the “Shares”)
      (on an
      as-converted basis) then owned by such Eligible Investor by (ii) the sum of
      (x)
      the total number of Shares (on an as-converted basis) then owned by such
      Eligible Investor and (y) the total number of Shares then owned by the
      Controlling Shareholder, at a price equal to the Offer Price, with other terms
      set forth in the Offering Notice. The Controlling Shareholder and Eligible
      Investors shall effect the sale of the Offered Securities and Eligible Investors
      shall sell the number of Offered Securities to be sold by them pursuant to
      this
      Section, and the number of Offered Securities to be sold to such Third Party
      Purchaser by the Controlling Shareholder shall be reduced
      accordingly.

     

    (a) Each
      Controlling Shareholder shall give notice to Eligible Investors of each proposed
      sale by it, or any other Permitted Holder of Offered Securities which gives
      rise
      to the rights of Eligible Investors set forth in this Section, at least thirty
      (30) days prior to the proposed consummation of such sale, setting forth the
      type and number of Offered Securities, including detailed terms of such
      securities (if other than Common Stock), the name and address of the proposed
      Third Party Purchaser, the proposed amount and form of consideration and terms
      and conditions of payment offered by such Third Party Purchaser, the percentage
      of shares of Common Stock that Eligible Investors may sell to such Third Party
      Purchaser (determined in accordance with Section
      4.6(a)),
      and a
      representation that such Third Party Purchaser has been informed of the
“tag-along” rights provided for in this Section and has agreed to purchase
      Offered Securities in accordance with the terms hereof. The tag-along rights
      provided by this Section must be exercised by Eligible Investors within thirty
      (30) days following receipt of the notice required by the preceding sentence,
      by
      delivery of a written notice to the Controlling Shareholder indicating such
      Eligible Investor’s election to exercise its rights and specifying the number of
      shares of Common Stock (up to the maximum number of shares of Common Stock
      owned
      by such Eligible Investor required to be purchased by such Third Party
      Purchaser) it elects to sell (the “Tag-along
      Exercise Notice”), provided that
      any
      Eligible Investor may waive its rights under this Section prior to the
      expiration of such thirty (30) day period by giving written
      notice to the Controlling Shareholder, with a contemporaneous copy to the
      Company and
      any
      other Eligible Investors, upon which any other Eligible Investor may elect
      to
      exercise its share of such waived rights (determined in accordance with
Section
      4.6(a))
      prior
      to the expiration of the allotted time period therefor by giving written notice
      to the Controlling Shareholder. The failure of an Eligible Investor to respond
      within such thirty (30) day period shall be deemed to be a waiver of such
      Eligible Investor’s rights under this Section. If a Third Party Purchaser fails
      to purchase shares of Common Stock from any Eligible Investor, notwithstanding
      such Eligible Investor’s proper exercise of its tag-along rights pursuant to
      this Section
      4.6(b),
      then
      such Controlling Shareholder shall either contemporaneously purchase
      from
      such
      Eligible Investor at the Offer Price such number of shares of Common Stock
      as
      the Third Party Purchaser failed to purchase from such Eligible Investor, or
      if
      the Controlling Shareholder does not so purchase, it shall not be permitted
      to
      consummate the proposed sale of the Offered Securities, the Company shall not
      register the transfer of such Offered Securities on its share register, and
      any
      such attempted sale shall be null and void ab
      initio.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    4.7 Exempt
      Transfers. The
      right
      of first refusal and tag-along rights set forth in this Section
      4
      shall
      not apply to any of (i) any transfer to a Permitted Holder; provided that
      adequate documentation therefor is provided to Eligible Investors to their
      satisfaction and that any such Permitted Holder agrees in writing to be bound
      by
      this Agreement in place of the relevant transferor; provided,
      further, that
      such
      transferor shall remain liable for any breach by such Permitted Holder of any
      provision hereunder, (ii) the sale in an unsolicited broker’s transaction
      pursuant to Rule 144 under the Securities Act of 1933, as amended, or (iii)
      the
      Transfer (as defined below) by the Controlling Shareholder of no more than
      10%
      (on an aggregated basis over the term of the Notes) of the total equity interest
      beneficially owned by the Controlling Shareholder in the Company (the
“Exempt
      Transfers”).
      “Transfer” shall
      mean sell, transfer, assign, pledge, hypothecate, dispose of, mortgage, enter
      into any voting trust or other agreement, option or other arrangement or
      understanding with respect thereto, whether directly or indirectly and whether
      voluntarily or involuntarily. “Permitted
      Holder” means
      the
      Controlling Shareholder’s parents, children or spouse or trusts for the benefit
      of such persons, and any legal entity in which such Controlling Shareholder
      holds a majority of the equity interests and “controls” such
      entity.

     

    4.8 Prohibited
      Transfers.

     

    (a) Notwithstanding
      anything to the contrary contained herein, to the extent permitted under
      applicable law, each Controlling Shareholder shall not, and each Controlling
      Shareholder shall cause the Permitted Holder not to, without prior written
      Investor Approval, which shall not be unreasonably withheld, Transfer through
      one or a series of transactions
      more than 10% of the equity securities of the Company beneficially owned by
      such Controlling
      Shareholder to any Person, so long as one or more Investors own 5% or more
      of
      the
      total
      outstanding equity interest in the Company on a fully diluted basis,
provided
      that
      the
      foregoing provision shall not apply to any Exempt Transfer.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (b) Each
      Controlling Shareholder shall ensure that no other Permitted Holder shall sell
      or transfer equity securities of the Company that were received from a
      Controlling Shareholder and are held by such Permitted Holder, other than as
      provided in this Agreement.
      Any attempt by any Controlling Shareholder or any other Permitted Holders to
      sell
      or
      transfer any equity securities of the Company held by it or any other Permitted
      Holder in violation of this Section shall be void and the Company hereby agrees
      it will not effect such a transfer on its share register nor will it treat
      any
      alleged transferee as the holder of such shares.

     

    5. Board
      Representation.

     

    5.1 Number
      of Board Members.
      The
      Company shall, effective upon Closing and until the termination of this
      Agreement, take all appropriate actions to fix and maintain a Board of no more
      than nine (9) voting members and the Company shall not change the number of
      voting members of its Board without Abax’s prior written approval.

     

    5.2 Abax
      Nominees.
      Upon
      the Abax Election (as defined below), as long as Abax continues to hold more
      than 5% of the outstanding shares of Common Stock on an as exercised
      and fully-diluted basis, it shall be entitled to appoint one (1) of the voting
      members of
      the
      Company’s Board (the “Abax
      Nominee”).

     

    5.3 Board
      Committees.
      The
      Company shall not, without the prior written consent of Abax, establish any
      committee of its Board, delegate powers of its Board to a committee, or change
      the powers, duties or responsibilities delegated to any committee of the Board
      of the Company. To the extent permitted by applicable law and exchange listing
      rules, the
      Abax
      Nominee shall be entitled to be members of all committees of the boards of
      directors of the
      Company and its Subsidiaries, if any, it being understood that the Abax Nominee
      shall not be
      a member
      of the Audit Committee until he or she is an independent director.

     

    5.4 Abax
      Election.
      If Abax
      provides written notice to the Company informing the
      Company of (i) its election (the “Abax
      Election”) to
      be
      represented on the Board and (ii) the
      name of
      the Abax Nominee, then, as soon as practicable after its receipt of such notice
      from Abax, but in no event later than thirty (30) business days after such
      receipt, the Company shall:

     

    (a) provide
      notice of the Abax Election to the Company’s Board and the Controlling
      Shareholders, and

     

    (b) to
      the
      extent permissible under applicable laws and regulations (including rules of
      any
      relevant listing exchange), take all necessary actions so as to permit the
      Abax
      Nominee to be duly appointed or elected as members of the Company’s Board as
      soon as
      practicable.

     

    Subject
      to the conditions and limitations set forth herein, the Abax Election may be
      exercised by Abax at any time in its sole discretion.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    5.5 Voting
      Agreement.
      Upon
      the Abax Election, each of the Controlling Shareholders agrees to vote, or
      cause
      to be voted, all of the Company’s Shares owned by such Controlling Shareholder
      or any other Permitted Holder (of record or through a brokerage firm or other
      nominee arrangement), or over which such Controlling Shareholder has voting
      control, from time to time and at all times, in whatever manner as shall be
      necessary to ensure that at each annual or special meeting of shareholders
      at
      which an election of directors is held or pursuant to any written consent of
      the
      shareholders, the Abax Nominee is duly elected to the Board. Each Controlling
      Shareholder further covenants not to frustrate the purpose of the immediately
      preceding sentence by any means, including through entering into any agreement
      or commitment
      inconsistent with such purpose, including but not limited to any inconsistent
      pledge,
      charge,
      hypothecation, voting agreement, voting trust or other disposition of voting
      rights of the Common Stock over which such Controlling Shareholder retains
      beneficial ownership or the economic benefits and risks attendant
      thereto.

     

    5.6 Vacancies.
      Any
      vacancies created by the resignation, removal or death of the Abax Nominee
      appointed or elected to the Board shall be filled pursuant to the provisions
      of
      this Section.

     

    5.7 Quorum.
      Following the Abax Election, the Company’s by-laws shall provide
      that a quorum for any meeting of the Board shall require the attendance of
      the
      Abax
      Nominee,
provided that
      the
      Abax Nominee may participate in such meetings by telephone conference
      call.

     

    5.8 Reimbursement.
      Each
      time the Abax Nominee attends a face-to-face meeting
      of the Board, the Company shall reimburse such director for reasonable travel
      expenses
      on the
      same basis as the other members of the Board.

     

    6. Mandatory
      Exercise of Warrants.

     

    Upon
      the
      occurrence of, and simultaneously with, (i) the consummation of the listing
      of
      the Common Stock of the Company on the Nasdaq Capital Market, Global Market,
      Global Select Market or the New York Stock Exchange and (ii) the Company’s
      filing of a registration statement with the U.S. Securities and Exchange
      Commission (the “SEC”) to
      register all the Warrant Shares issuable upon exercise of the Warrants, which
      registration statement has been declared effective by the SEC, if (x) the volume
      weighted average closing price per share of Common Stock for a 20-trading day
      period exceeds $7.00, then Abax shall within 5 trading days thereafter exercise
      not less than 50% of the outstanding Warrants at the price
      and
      in accordance with the terms provided in this Warrant Agreement, and (y) the
      volume weighted
      average closing price per share of Common Stock for a 20-trading day period
      exceeds
      $9.00,
      then Abax shall within 5 trading days thereafter exercise the outstanding
      Warrants at the price and in accordance with the terms provided in this Warrant
      Agreement.

     

    7. Redemption
      of Abax’s Warrants

     

    7.1 If
      on
      January 1, 2014, any Warrant remains unexercised, or if any Event of
Default
      shall occur under the Indenture (the fifteenth Business Day following January
      1,
      2014, or
      the
      fifteenth Business Day following the date of any Event of Default under the
      Indenture, the “Redemption
      Date”), then
      on
      the Redemption Date the Company agrees to and shall, redeem the Warrants
      tendered by Abax for a redemption price of $1.00 per Warrant Share.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    7.2 Any
      Warrants redeemed by the Company pursuant to Section
      7.1
      shall be
      cancelled and no rights shall thereafter exist with respect to such
      Warrants.

     

    7.3 The
      Company shall not have any redemption rights with respect to the Warrants except
      as expressly set forth in Section
      7.1.

     

    8. Indemnification.

     

    (a) In
      addition to all rights and remedies available to any Investor at law or in
      equity, each Group Company and each Controlling Shareholder shall jointly and
      severally indemnify each Investor, and its Affiliates, stockholders, officers,
      directors, employees, agents, representatives, successors and permitted assigns
      (collectively, the “Indemnified
      Parties”) and
      save
      and hold each of them harmless against and pay on behalf of or reimburse such
      party as and when incurred for any loss (including, without limitation,
      diminutions in value), liability, demand, claim, action, cause of action, cost,
      damage, deficiency, tax, penalty, fine or expense, whether or not arising out
      of
      any claims by or on behalf of any third party, including interest, penalties,
      reasonable attorneys’ fees and expenses and all reasonable amounts paid in
      investigation, defense or settlement of any of the foregoing (collectively,
      “Losses”) which
      any
      such party may suffer, sustain or become subject to, as a result of, in
      connection with, relating or incidental to or by virtue of:

     

    (i) any
      misrepresentation or breach of a representation or warranty on the part of
      any
      Warrantor herein;

     

    (ii) any
      nonfulfillment or breach of any covenant or agreement herein on the part of
      any
      Group Company or any Controlling Shareholder, or of any Senior Management Member
      pursuant to the Noncompetition and Non-Solicitation Agreement entered into
      the
      date hereof between the Investors and each such Senior Management Member;
      or

     

    (iii) any
      action, demand, proceeding, investigation or claim by any third party
      (including, without limitation, governmental agencies) against or affecting
      any
      Group Company and/or its Affiliates or Subsidiaries which, if successful, would
      give rise to or evidence the existence of or relate to a breach of (A) any
      of
      the representations or warranties at the time made or (B) covenants of such
      Group Company or the Controlling Shareholders.

     

    (b) Notwithstanding
      the foregoing, and subject to the following sentence, upon judicial
      determination, which is final and no longer appealable, that the act or omission
      giving rise to the indemnification hereinabove provided resulted primarily
      out
      of or was based primarily upon the Indemnified Party’s gross negligence, fraud
      or willful misconduct (unless such action was based upon the Indemnified Party’s
      reliance in good faith upon any of the representations, warranties, covenants
      or
      promises made by any Warrantor herein) by the Indemnified Party, neither any
      Group Company nor any Controlling Shareholder shall be responsible for any
      Losses sought to be indemnified in connection therewith, and each Group Company
      and the Controlling Shareholders shall be entitled to recover from the
      Indemnified Party all amounts previously paid in full or partial satisfaction
      of
      such indemnity, together with all costs and expenses of such Group Company
      and
      the Controlling Shareholders reasonably incurred in effecting such recovery,
      if
      any.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (c) All
      indemnification rights hereunder shall survive indefinitely, regardless of
      any
      investigation, inquiry or examination made for or on behalf of, or any knowledge
      of any Investor and/or any of the other Indemnified Parties.

     

    (d) The
      indemnity obligations that each Group Company and the Controlling
      Shareholders have under this Section shall be in addition to any liability
      that
      such
      Group
      Company and the Controlling Shareholders may otherwise have.

     

    9. Miscellaneous.

     

    9.1 Termination.
      Except
      for Sections
      8
      and 9,
      which shall survive the termination of this Agreement, or as otherwise expressly
      provided herein, this Agreement will be automatically terminated with no further
      effect with respect to an Investor at such time that such Investor no longer
      holds any Securities (including the Warrant Shares issued upon exercise of
      the
      Warrants).

     

    9.2 Specific
      Enforcement.
      Upon a
      breach by any Controlling Shareholder or any Group Company of this Agreement,
      in
      addition to any such damages as any Investor is entitled to, directly or
      indirectly, by reason of said breach, each Investor shall be entitled to
      injunctive relief against such Controlling Shareholder or such Group Company
      if
      such relief is applicable and available, as a remedy at law would be inadequate
      and insufficient. Nothing in this Section shall be construed as limiting any
      Investor’s remedies in any way.

     

    9.3 Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be personally delivered or delivered by overnight courier
      or
      mailed by first-class registered or certified mail, postage prepaid, return
      receipt requested, or by facsimile transmission. Every notice hereunder shall
      be
      deemed to have been duly given or served on the date on which personally
      delivered, with receipt acknowledged, upon transmission by facsimile and
      confirmed facsimile receipt, or two (2) days after the same shall have been
      deposited with a reputable international overnight courier.

     

    (a) If
      to an
      Investor, at its address as set forth in the Purchase Agreement, or at such
      other address as may have been furnished to the Company by it in
      writing.

     

    (b) If
      to the
      Controlling Shareholders, at the address set forth on Schedule
      C to
      this Agreement, or at such other address as may have been furnished to the
      Company by it in writing.

     

    (c) If
      to the
      Company at:

     

    China
      Mobile Media Technology Inc.

    9th
      Floor, Block C, Intell-Center 

    No.18
      Zhongguancun East Road 

    Haidian
      District

    Beijing,
      China 100083

    Fax:
      + 86
      10 8620 1927

    Attention:
      Chief Financial Officer

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    with
      a
      copy to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      NY 10154

    Attention:
      Mitchell S. Nussbaum, Esq.

    Facsimile
      No.: +1 212 202 7829

     

    9.4 Amendments
      and Waiver.
      Unless
      otherwise specifically stated herein, any term of this Agreement may be amended
      with the written consent of the party against whom enforcement may be sought
      and
      the observance of any term of this Agreement may be waived (either generally
      or
      in a particular instance and either retroactively or prospectively) by the
      Company and the Controlling Shareholders, in the case of an Investor’s
      obligations, and by the Investors entitled to rights hereunder in the case
      of
      the obligations of any other parties hereto. No waivers of or exceptions to
      any
      term, condition or provision of this Agreement, in any one or more instances,
      shall be deemed to be, or construed as, a further or continuing waiver of any
      such term, condition or provision.

     

    9.5 Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding between the parties
      hereto and supersedes all prior agreements and understandings relating to the
      subject matter hereof.

     

    9.6 Severability.
      The
      invalidity or unenforceability of any provision of
      this
      Agreement shall not affect the validity or enforceability of any other
      provisions
      of this
      Agreement to the extent permitted by law.

     

    9.7 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. Each Group Company and Controlling Shareholder agrees that
      any suit, action or proceeding against
      it arising out of or based upon this Agreement or the transactions
      contemplated
      hereby
      may be instituted in any State or U.S. federal court in The City of New York
      and
      County of New York, and waives any objection which it may now or hereafter
      have
      to the laying of venue of any such proceeding, and irrevocably submits to the
      non-exclusive jurisdiction of such courts in any suit, action or
      proceeding.

     

    9.8 Successors
      and Assigns.
      Except
      as otherwise provided herein, the terms
      and
      conditions of this Agreement shall be binding upon, and inure to the
      benefit
      of, the
      respective representatives, successors and assigns of the parties hereto;
provided,
      however, any
      right
      of Abax under this Agreement (except for Abax’s right granted under Section
      7)
      shall
      only be assignable or transferable to any person who holds the Minimum Holding
      (in the case of rights granted to Abax under Section
      2,
      Section
      3
      and Section
      4)
      or holds
      more than 5% of the outstanding shares of Common
      Stock on
      an as exercised and fully-diluted basis (in the case of right granted to Abax
      under Section
      5),
      provided,
      further, that rights,
      obligations and other duties set forth in Section
      7
      hereof
      shall be exercisable and assumed by Abax only and shall not be assignable or
      transferable to any other person, including without limitation, the successors
      or assigns of Abax.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    9.9 Counterparts.
      This
      Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original, but all of which together
      shall
      constitute one and the same instrument.

     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

     

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	
              IN
                WITNESS WHEREOF, the undersigned have executed
                this Investor Rights Agreement as of the
                day and year written above.

            
	 	 
	 	GROUP COMPANIES
	 	 
	 	CHINA MOBILE MEDIA TECHNOLOGY INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            
	 	
            


    

    
      	 	 	 
	 	MAGICAL INSIGHT INVESTMENTS
              LIMITED
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            
	 	
            


    

    
      	 	 	 
	 	BEIHAI
              HI-TECH
              WEALTH TECHNOLOGY DEVELOLPMENT CO. LTD.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            
	 	
            


    

    
      	 	 	 
	 	
              BEIJING
                HI-TECH WEALTH COMMUNICATION TECHNOLOGY CO.,
                LTD.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            
	 	 


    

     

    
      [SIGNATURE
        PAGE TO INVESTOR RIGHTS AGREEMENT]

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

    

     

    
      	 	 	 
	 	CONTROLLING
              SHAREHOLDERS:
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Dr.
                ZHANG Zhengyu

              as
                the Controlling Shareholder

            
	 	
            


      	 	 	 
	
            	By:  	
            
	 	
              

              Mr.
                MA Qing

              as
                the Controlling Shareholder

            
	 	
            


      	 	 	 
	
            	By:  	
            
	 	
              

              Ms.
                LI Ming

              as
                the Controlling Shareholder

            
	 	 


    

     

    
      [SIGNATURE
        PAGE TO INVESTOR RIGHTS AGREEMENT]

    

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Accepted
      and Agreed to: 

     

    ABAX
      LOTUS LTD. 

     

    By:

     

    By: 

    
      

    

    Name:

    Title:
      Authorized Signatory

     

     

     

    

      [SIGNATURE
        PAGE TO INVESTOR RIGHTS AGREEMENT]

    

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Schedule
      A

     

    List
      of Group Companies

     

    1. China
      Mobile Media Technology Inc.

     

    2. Magical
      Insight Investments Limited

     

    3. Beihai
      Hi-Tech Wealth Technology Development Co., Ltd.

     

    4. Beijing
      Hi-Tech Wealth Communication Technology Co., Ltd.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Schedule
      B

     

    List
      of
      Top 15 Accounting Firms

     

    1. PricewaterhouseCoopers

     

    2. Deloitte
      Touche Tohmatsu

     

    3. Ernst
      & Young

     

    4. KPMG

     

    5. BDO
      International

     

    6. Grant
      Thornton International

     

    7. RSM
      International

     

    8. Baker
      Tilly International

     

    9. Horwath
      International

     

    10. Moores
      Rowland International

     

    11. Moss
      Adams

     

    12. J.H.
      Cohn

     

    13. Crowe
      Chizek and Co. LLC

     

    14. Plante
      & Moran PLLC

     

    15. BKD
      LLP

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Schedule
      C

     

    Addresses
      of Controlling Shareholders:

     

    c/o
      China
      Mobile Media Technology Inc.

    9th
      Floor, Block C, Intell-Center

    No.18
      Zhongguancun East Road

    Haidian
      District

    Beijing,
      China 100083

    Fax:
      + 86
      10 8620 1927