Unassociated Document


    EXECUTION
      VERSION


    CHINA
      MOBILE MEDIA TECHNOLOGY INC.

    AMENDMENT
      TO 

    WARRANT
      AGREEMENT

     

    This
      Amendment to Warrant Agreement (this “Amendment”)
      is
      made and entered into as of January 24, 2008, by and between China Mobile Media
      Technology Inc. (the “Company”),
      a
      Nevada corporation, and The Hongkong and Shanghai Banking Corporation Limited
      ,
      as warrant agent (the “Warrant
      Agent”).
      

     

    RECITALS

     

    WHEREAS,
      the Company and the Warrant Agent entered into that certain Warrant Agreement
      dated as of December 28, 2007 (the “Warrant
      Agreement”),
      pursuant to which, among other things, (i) the Company issued warrants (each
      a
“Warrant”
and
      collectively, the “Warrants”)
      to
      initially purchase up to an aggregate of 12,000,000 shares of the Company’s
      Common Stock, par value $.001 (the “Common
      Stock”,
      with
      the Common Stock issuable upon exercise of the Warrants being referred to herein
      as the “Warrant
      Shares”),
      in
      connection with the offering by Magical Insight Investments Limited, a British
      Virgin Islands corporation and wholly-owned subsidiary of the Company,
of
      up to
      an aggregate of RMB170,000,000 principal amount of Guaranteed Senior Notes
      due
      2014 dated
      as
      of January 11, 2008;
      and
      (ii) the
      Warrant Agent was engaged by the Company to act on behalf of the Company in
      connection with the issuance of Warrant Certificates (as defined in the Warrant
      Agreement) and other matters as provided in the Warrant Agreement.

     

    WHEREAS,
      the Company and the Warrant Agent now desire to amend certain provision of
      the
      Warrant Agreement as provided herein.

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual promises made in the Warrant
      Agreement and this Amendment, and in consideration of the representations,
      warranties, and covenants contained in the Warrant Agreement and this Amendment,
      the undersigned hereby agree as follows:

     

    ARTICLE
      I

    AMENDMENT
      TO RECITALS

     

    The
      first
      recital to the Warrant Agreement shall be deleted in its entirety and is hereby
      amended and restated in its entirety to read as follows:

     

    WHEREAS,
      the Company proposes to issue warrants (each a “Warrant”
and
      collectively, the “Warrants”)
      to
      initially purchase up to an aggregate of 12,000,000 shares of the Company’s
      Common Stock, par value $.001 (the “Common
      Stock”,
      with
      the Common Stock issuable upon exercise of the Warrants being referred to herein
      as the “Warrant
      Shares”),
      in
      connection with the offering by Magical Insight Investments Limited
      (“Magical”),
      a
      British Virgin Islands corporation and wholly-owned subsidiary of the Company,
      of up to an aggregate of RMB170,000,000 principal amount of Guaranteed Senior
      Notes due 2014 (each, a “Note”,
      and
      collectively, the “Notes”)
      pursuant to that certain Indenture, dated as of January 11, 2008 (the
“Indenture”),
      between Magical, each of the Guarantors specified therein and The Hongkong
      and
      Shanghai Banking Corporation Limited, as trustee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

      
        

          ARTICLE
            II

          AMENDMENT
            TO EXERCISE PRICE

           

          2.01. The
            definition of “Exercise Price” in Section
            1.
            Certain
            Definitions
            of the
            Warrant Agreement shall be deleted in its entirety and replaced by the
            following
            new definition of “Exercise Price”:

           

          “Exercise
            Price”
means
            the applicable amount set forth in the form of Warrant Certificate attached
            hereto as Exhibit
            A,
            as
            adjusted as herein provided, and which is initially equal to $2.00 per
            share on
            the date hereof. The Exercise Price shall be subject to a contingent
            downward
            price adjustment on the six month anniversary of the date hereof and
            upon the
            expiration of each subsequent six month period (each, a “Reset
            Date”),
            such
            that if the volume weighted average closing price per share of Common
            Stock for
            the 20-trading day period immediately prior to the applicable Reset Date
            is less
            than the then applicable Exercise Price (such lower volume weighted average
            closing price, the “Reset
            Exercise Price”),
            the
            Exercise Price shall automatically be changed to the Reset Exercise Price;
            provided,
            however,
            that
            notwithstanding the foregoing, in no event shall the Reset Exercise Price
            be
            less than $0.80 per share (as adjusted proportionally for stock dividends,
            stock
            splits, combinations, recapitalizations and the like).

           

          2.02. The
            definition of “Equity Registration Rights Agreement” in Section
            1.
            Certain
            Definitions
            of the
            Warrant Agreement shall be deleted in its entirety and replaced by the
            following
            new definition of “Equity Registration Rights Agreement”:

           

          “Equity
            Registration Rights Agreement”
means
            that certain Equity Registration Rights Agreement, dated as of January
            11, 2008,
            by and among the Company, and the purchasers of the Warrants relating
            to the
            Warrant Shares.

           

          ARTICLE
            III

          MISCELLANEOUS

           

          3.01. Definitions
            and Interpretation.
            Capitalized terms used and not defined in this Amendment shall have the
            meanings
            ascribed thereto in the Warrant Agreement, and all rules as to interpretation
            and usage set forth in the Warrant Agreement shall apply to this
            Amendment.

           

          3.02. Effectiveness.
            All of
            the provisions of this Amendment shall be effective as of the date hereof.
            Except as specifically provided for in this Amendment, the terms of the
            Warrant
            Agreement shall remain in full force and effect.

           

          3.03. Entire
            Agreement.
            The
            Warrant Agreement, as amended by this Amendment and the documents referred
            to in
            the Warrant Agreement and this Amendment supersede all prior discussions
            and
            agreements between the parties with respect to the subject matter hereof
            and
            contain the sole and entire agreement between the parties hereto with
            respect to
            the subject matter hereof.

           

          3.04. Governing
            Law.
            This
            Amendment, and all claims or causes of action (whether in contract or
            tort) that
            may be based upon, arise out of or relate to this Amendment or the negotiation,
            execution or performance of this Amendment (including any claim or cause
            of
            action based upon, arising out of or related to any representation or
            warranty
            made in or in connection with this Amendment), shall be governed by and
            construed in accordance with the internal Laws of the State of New
            York
            and for
            all purposes shall be construed in accordance with the internal laws
            of said
            State.

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

           

          3.05. Counterparts;
            Delivery by Facsimile.
            This
            Amendment may be executed in any number of counterparts, each of which
            will be
            deemed an original, but all of which together will constitute one and
            the same
            instrument. 
            This
            Amendment, to the extent signed and delivered by means of a facsimile
            machine or
            through an e-mail communication utilizing Adobe Portable Document Format
            (PDF),
            shall be treated in all manner and respects as an original contract and
            shall be
            considered to have the same binding legal effects as if it were the original
            signed version thereof delivered in person. At the request of any party
            hereto
            or to any such contract, each other party hereto or thereto shall re-execute
            original forms thereof and deliver them to all other parties. No party
            hereto or
            to any such contract shall raise the use of a facsimile machine or an
            e-mail
            communication utilizing Adobe Portable Document Format (PDF) to deliver
            a
            signature or the fact that any signature or contract was transmitted
            or
            communicated through the use of facsimile machine or an e-mail communication
            utilizing Adobe Portable Document Format (PDF) as a defense to the formation
            of
            a contract and each such party forever waives any such defenses.

           

          [Remainder
            of this Page Intentionally Left Blank]

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          


          IN
            WITNESS WHEREOF, this Amendment has been duly executed and delivered
            by the duly
            authorized officer of each party hereto as of the date first above
            written.

          
            	 	 	 
	 	 
	 	The
                    Company:
	 	 
	 	China Mobile Media Technology
                    Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:
                    Ma Qing
	 	Title:
                    Director


          

          
            	 	 	 
	 	Warrant
                    Agent:
	 	 
	 	
                    The
                      Hongkong and Shanghai 

                    Banking
                      Corporation Limited

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:
                    Eva T W Tam
	 	Title:
                    Authorized Signatory