**TABLE OF CONTENTS**     **ARTICLE I**  2 **Share Exchange**  2 Section 1.1 Share Exchange  2 Section 1.2 Payments  2 **ARTICLE II**  4 **The Closing**  4 Section 2.1 Closing  4 Section 2.2 Deliveries of the Parties  4 Section 2.3 Additional Agreements  5 Section 2.4 Further Assurances  5 **ARTICLE III**  5 **Representations and Warranties of HMDF Parties**  5 Section 3.1 HMDF Shares  5 Section 3.2 Organization and Standing  6 Section 3.3 Authority; Execution and Delivery; Enforceability  6 Section 3.4 Subsidiaries  7 Section 3.5 No Conflicts  7 Section 3.6 Consents and Approvals  7 Section 3.7 Financial Statements and Projections  8 Section 3.8 Absence of Certain Changes or Events  8 Section 3.9 No Undisclosed Liabilities  9 Section 3.10 Litigation  9 Section 3.11 Licenses, Permits, Etc  10 Section 3.12 Title to Properties  10 Section 3.13 Intellectual Property  11 Section 3.14 Taxes  11 Section 3.15 Employment Matters  13 Section 3.16 Transactions With Affiliates and Employees  13 Section 3.17 Insurance  13 Section 3.18 Material Contracts  14 Section 3.19 Compliance with Applicable Laws  15 Section 3.20 Foreign Corrupt Practices  16 Section 3.21 Money Laundering Laws  16 Section 3.22 Brokers; Schedule of Fees and Expenses  16 Section 3.23 OFAC  16 Section 3.24 Additional PRC Representations and Warranties  17 Section 3.25 Environmental Matters  17 Section 3.26 Customers and Suppliers  17 **ARTICLE IV**  18 **Representations and Warranties of TM**  18 Section 4.1 Capital Structure  18 Section 4.2 Organization and Standing  19 Section 4.3 Authority; Execution and Delivery; Enforceability  19 Section 4.4 No Subsidiaries or Equity Interests  20 Section 4.5 No Conflicts  20 Section 4.6 Consents and Approvals  20 Section 4.7 SEC Documents  21 Section 4.8 Internal Accounting Controls  21 Section 4.9 Solvency  21 Section 4.10 Absence of Certain Changes or Events  22 Section 4.11 Undisclosed Liabilities  23 Section 4.12 Litigation  23 Section 4.13 Compliance with Applicable Laws  23 
 
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     Section 4.14 Sarbanes-Oxley Act of 2002  23 Section 4.15 Certain Registration Matters  24 Section 4.16 Broker’s and Finders’ Fees  24 Section 4.17 Minute Books  24 Section 4.18 Vote Required  24 Section 4.19 Board Approval  24 Section 4.20 AMEX Quotation  24 Section 4.21 Trust Fund  25 Section 4.22 Transactions With Affiliates and Employees  25 Section 4.23 Material Contracts  25 Section 4.24 Taxes  26 Section 4.25 Foreign Corrupt Practices  26 Section 4.26 Money Laundering Laws  27 **ARTICLE V**  27 **Conduct Prior To The Closing**  27 Section 5.1 Covenants of HMDF Parties  27 Section 5.2 Covenants of TM  29 **ARTICLE VI**  31 **Covenants of the HMDF Parties**  31 Section 6.1 Access to Information  31 Section 6.2 Financial Information  32 Section 6.3 Insurance  32 Section 6.4 Exclusivity; No Other Negotiations  33 Section 6.5 Fulfillment of Conditions  33 Section 6.6 Disclosure of Certain Matters  34 Section 6.7 Regulatory and Other Authorizations; Notices and Consents  34 Section 6.8 Related Tax  34 Section 6.9 Proxy Statement  34 Section 6.10 Covenant Not to Sue  35 Section 6.11 Permitted Financing  35 Section 6.12 Effective Control and Consolidation  35 **ARTICLE VII**  35 **Covenants of TM**  35 Section 7.1 Proxy Statement Filing, SEC Filings and Special Meeting  35 Section 7.2 Fulfillment of Conditions  36 Section 7.3 Disclosure of Certain Matters  36 Section 7.4 Regulatory and Other Authorizations; Notices and Consents  36 Section 7.5 Exclusivity; No Other Negotiations  36 Section 7.6 Related Tax  37 Section 7.7 Valid Issuance of TM Shares  37 **ARTICLE VIII**  37 **Additional Agreements and Covenants**  37 Section 8.1 Disclosure Schedules  37 Section 8.2 Confidentiality  37 Section 8.3 Public Announcements  38 Section 8.4 Board Composition  38 Section 8.5 Fees and Expenses  39 Section 8.6 Director and Officer Insurance  39 Section 8.7 Estimates, Projections and Forecasts  39 **ARTICLE IX**  39 **Conditions to Closing**  39 Section 9.1 HMDF Parties Conditions Precedent  39 Section 9.2 TM Conditions Precedent  42 
 
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     **ARTICLE X**  44 **Indemnification**  44 Section 10.1 Survival  44 Section 10.2 Indemnification by the HMDF Shareholders  44 Section 10.3 Indemnification by TM  45 Section 10.4 Limitations on Indemnity  45 Section 10.5 Defense of Third Party Claims  46 Section 10.6 Determining Damages  47 Section 10.7 Right of Setoff  47 Section 10.8 Limitation on Recourse; No Third Party Beneficiaries  47 Section 10.9. Liquidated Damages  48 **ARTICLE XI**  48 **Termination**  48 Section 11.1 Methods of Termination  48 Section 11.2 Effect of Termination  49 **ARTICLE XII**  50 **Miscellaneous**  50 Section 12.1 Notices  50 Section 12.2 Amendments; Waivers; No Additional Consideration  50 Section 12.3 No Fractional Shares  50 Section 12.4 Lost, Stolen or Destroyed Certificates  50 Section 12.5 Adjustments to Initial Equity Payment  50 Section 12.6 Withholding Rights  51 Section 12.7 Expenses  51 Section 12.8 Interpretation  51 Section 12.9 Severability  52 Section 12.10 Counterparts; Facsimile or Electronically Transmitted Execution  52 Section 12.11 Entire Agreement; Third Party Beneficiaries  52 Section 12.12 Governing Law  52 Section 12.13 Dispute Resolution  52 Section 12.14 Assignment  53 Section 12.15 Governing Language  53      **ANNEX**    ANNEX A Definitions         **EXHIBITS**    EXHIBIT A Form of Lock-up Agreement    EXHIBIT B Form of Voting Agreement    EXHIBIT C Form of Registration Rights Agreement         **SCHEDULES**    SCHEDULE A Mandefu Share Ownership    SCHEDULE B Share and Payment Allocation    SCHEDULE C Mandefu Disclosure Schedule    SCHEDULE D TM Disclosure Schedule    
 
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**SHARE EXCHANGE AGREEMENT**SHARE EXCHANGE AGREEMENT, dated as of May 1, 2009 (this “***Agreement***”), by and among TMENTERTAINMENT AND MEDIA, INC., a corporation incorporated in the State of Delaware, USA (“***TM***” or,following the consummation of the Share Exchange (as defined below), the “***Company***”), HONG KONGMANDEFU HOLDINGS LTD, a limited company incorporated in Hong Kong (“***HMDF***”), FUJIAN ZHONG HENGEXPRESS INFORMATION TECHNOLOGY CO., LTD. a limited liability company established in the PRC and awholly-owned subsidiary of HMDF (“***ZH***”), ZHENG CHENG, an individual, OU WEN LIN, an individual, andQINGPING LIN, an individual, FUJIAN FENZHONG MEDIA CO., LTD., a limited liability company operatingin media business established in PRC (“***FF***” and, together with HMDF and ZH, the “***HMDF Entities***”),controlled by ZH by contractual agreements and arrangements, THOUSAND SPACE HOLDING LIMITED, acompany organized under the laws of the British Virgin Islands (“***Thousand***”), and BRIGHT ELITEMANAGEMENT LIMITED, a company organized under the laws of the British Virgin Islands (“***Bright***”).Each of the HMDF Entities, Zheng Cheng, Ou Wen Lin, Qingping Lin, Thousand and Bright is sometimesindividually referred to herein as a “***HMDF Party***,” and collectively as the “***HMDF Parties***” and eachHMDF Party that from time to time is also a registered shareholder of HMDF is sometimesindividually referred to herein as an “***HMDF Shareholder***” and collectively as the “***HMDFShareholders***”. Each of the Parties to this Agreement is individually referred to herein as a“***Party***” and collectively as the “***Parties***.” Capitalized terms used herein that are not otherwisedefined herein shall have the meanings ascribed to them in Annex A hereto.**BACKGROUND**The board of directors of each of TM and HMDF have declared this Agreement advisable andapproved the Transactions, including the acquisition by TM of the HMDF Shares from the HMDFShareholders through a share exchange transaction (the “***Share Exchange***”) pursuant to which TM willinitially (i) issue to the HMDF Shareholders an aggregate of 19,500,000 TM Shares and (ii) pay tothe HMDF Shareholders $20,000,000, in each case, subject to adjustment as set forth in Section1.1(d) below, in exchange for the HMDF Shares.The HMDF Shareholders are the direct owners of all of the outstanding capital stock of HMDF(all such shares of capital stock are referred to as the “***HMDF Shares***”).The Share Exchange requires the affirmative vote of the holders of a majority of the issuedand outstanding shares of Common Stock cast at the meeting, provided, that the Share Exchange willonly proceed if the Public Stockholders owning no more than 30% of the Publicly Held Common Stockexercise their Conversion Rights.
 
 

 
**AGREEMENT**NOW, THEREFORE, in consideration of the foregoing and the respective representations,warranties, covenants and agreements set forth herein, and intending to be legally bound hereby,the Parties agree as follows:**ARTICLE I****Share Exchange**Section 1.1 Share Exchange. Upon the terms and subject to the conditions hereof, atthe Closing, each of the HMDF Shareholders shall sell, transfer, convey, assign and deliver to TMfree and clear of all Liens, all of the right, title and interest of each such HMDF Shareholder inand to the HMDF Shares set forth opposite such HMDF Shareholder’s name on Schedule A. Inexchange for the HMDF Shares, TM shall sell, issue and deliver to the HMDF Shareholders free andclear of all Liens, the number of TM Shares set forth opposite each such HMDF Shareholder’s name onSchedule B as well as the other consideration set forth in Section 1.2 hereof.Section 1.2 Payments.(a) *Payment*. Upon the terms and subject to the conditions hereof, TM shall pay by wiretransfer in immediately available funds to HMDF $150,000 on the later of (i) the date hereof and(ii) the date that HMDF furnishes TM with the HMDF Financial Statements; provided that (x) the HMDFFinancial Statements shall have been prepared in accordance with U.S. GAAP and are covered by anaudit report issued by an independent certified public accounting firm reasonably acceptable to TMand are suitable for inclusion the Proxy Statement, as determined by TM; (y) the Net Income of theHMDF Entities for the fiscal year ended December 31, 2008 (the “***HMDF FY2008 Net Income***”), asderived from the HMDF Financial Statements, is not less than $15,000,000 and (z) the HMDF FinancialStatements shall have been furnished to TM no later than five (5) days after the date hereof.(b) *Initial Equity Payment*. Subject to Section 1.2(d) below, upon the terms and subject tothe conditions hereof, at the Closing, TM shall issue and deliver to each HMDF Shareholder thenumber of TM Shares set forth opposite such HMDF Shareholder’s name on Schedule B in thecolumn entitled “Initial Equity Payment,” representing, in the aggregate, 19,500,000 TM Shares (the“***Initial Equity Payment***”).(c) *Initial Cash Payment*. Subject to Section 1.2(d) below, upon the terms and subject to theconditions hereof, at the Closing, TM shall pay by wire transfer in immediately available funds toeach HMDF Shareholder the amount set forth opposite such HMDF Shareholder’s name on ScheduleB in the column entitled “Initial Cash Payment,” representing, in the aggregate, $20,000,000(the “***Initial Cash Payment***”).(d) *Adjustment to Initial Equity Payment and Initial Cash Payment*. Notwithstanding anythingherein to the contrary, in the event that the HMDF FY2008 Net Income, as derived from the HMDFFinancial Statements, is less than $25,000,000, the Initial Equity Payment and Initial Cash Paymentpayable by TM at Closing shall each be reduced to an amount computed by multiplying the InitialEquity Payment and Initial Cash Payment, respectively, by a fraction, of which (x) the numerator isthe actual HMDF FY2008 Net Income and (y) the denominator is $25,000,000; provided, however, in noevent shall such numerator be less than $15,000,000.
 
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(e) Earn-Out Share Payments. The Company shall issue and deliver up to an aggregate of15,000,000 TM Shares (the “***Earn-Out Shares***”) to the HMDF Shareholders in accordance with the termsset forth below.(i) *Targeted Net Income Threshold Achieved*. If the Adjusted Net Income of the Company, asderived from its annual report on Form 10-K (“***Form 10-K***”) for FY2009, FY2010 or FY2011, asapplicable, equals or exceeds the Targeted Net Income Threshold for such fiscal year, as certifiedin writing by the Chief Executive Officer and Chief Financial Officer of the Company, then theCompany shall issue and deliver to each HMDF Shareholder, the number of Earn-Out Shares set forthopposite such HMDF Shareholder’s name in the applicable column of Schedule B with respectto such fiscal year. Such delivery of Earn-Out Shares is referred to herein as the “***Earn-Out SharePayment***.” Subject to Section 1.2(e)(ii) below, the applicable portion of the Earn-Out Shares shallbe issued and delivered to the HMDF Shareholders within thirty (30) days following the filing bythe Company of its Form 10-K with the SEC for such fiscal year, which contains audited financialstatements for such applicable year that are prepared in accordance with U.S. GAAP and thatindicates that the Targeted Net Income Threshold for such fiscal year has been achieved.(ii) *Targeted Net Income Threshold Not Achieved*. If the Company’s Adjusted Net Income, asderived from its Form 10-K for FY2009, FY2010 or FY2011, as applicable, does not equal or exceedthe Targeted Net Income Threshold for such fiscal year, as certified in writing by the ChiefExecutive Officer and Chief Financial Officer of the Company, then the Company will not issue anyEarn-Out Shares applicable to such fiscal year (the “***Non-Achieving Fiscal Year***”); provided,however, that if the Company’s Adjusted Net Income in the fiscal year immediately succeeding theNon-Achieving Fiscal Year, as derived from the Company’s Form 10-K for such immediately succeedingfiscal year, exceeds the sum of (x) the Targeted Net Income Threshold for such immediatelysucceeding fiscal year and (y) the shortfall amount by which Adjusted Net Income failed to achievethe Targeted Net Income Threshold for the Non-Achieving Fiscal Year, as certified in writing by theChief Executive Officer and Chief Financial Officer of the Company, then the Company shall issueand deliver to each HMDF Shareholder, the number of Earn-Out Shares set forth opposite such HMDFShareholder’s name in the applicable column of Schedule B with respect to the Non-AchievingFiscal Year within thirty (30) days following the filing by the Company of its Form 10-K with theSEC for such immediately succeeding fiscal year.(iii) *Earn-Out Share Number*. The aggregate number of Earn-Out Shares to be issued anddelivered to the HMDF Shareholders if the Adjusted Net Income of the Company achieves or exceedsthe applicable Targeted Net Income Threshold is (A) 1,000,000 shares for FY2009 threshold, (B)7,000,000 shares for FY2010 threshold and (C) 7,000,000 shares for FY2011 threshold.(iv) *Filing of Form 10-K*. From the Closing until it has filed a Form 10-K (or any successorform) for FY2012 (unless the Earn-Out Shares applicable to FY2011 have been issued and delivered),the Company shall file its Form 10-K within the time-frames specified by the SEC for the filing ofsuch form. Notwithstanding the foregoing, if the Company is no longer required or eligible to filea Form 10-K, then for purposes of determining whether Targeted Net Income Thresholds have beenachieved under Sections 1.2(e)(i)-(ii), the Adjusted Net Income of the Company for any particularfiscal year shall be as derived from the audited financial statements of the Company for suchfiscal year.
 
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(f) *Lock-Up and Registration Rights*. The TM Shares (including the Earn-Out Shares, if any)issued and delivered to the HMDF Shareholders shall be subject to Lock-Up Agreements that aresubstantially in the form of Exhibit A and shall be entitled to customary registrationrights pursuant to the Registration Rights Agreement substantially in the form of ExhibitD.(g) *Warrants Payment*. Within fifteen (15) days after the end of the first full fiscal quarterending after the Closing Date and each fiscal quarter ending thereafter, the Company shall pay tothe HMDF Shareholders, by wire transfer in immediately available funds, the cash proceeds receivedby the Company from the exercise of the Publicly Held TM Warrants during such fiscal quarter;provided, however, that in no event shall that aggregate amount paid by the Company under thisSection 1.2(g) exceed $20,888,888. The amounts to be paid by the Company under this Section 1.2(g)shall be paid to each HMDF Shareholder in accordance with the percentage ownership set forthopposite such HMDF Shareholder’s name on Schedule A in the column entitled “PercentageOwnership Interest.”**ARTICLE II****The Closing**Section 2.1 Closing. The Closing (the “***Closing***”) of the Share Exchange and the othertransactions contemplated hereby (the “***Transactions***”), shall take place at the offices of MorrisonCohen LLP, 909 Third Avenue, New York, New York 10022 commencing at 9:00 a.m. local time on thesecond business day following the satisfaction or waiver of all conditions and obligations of theParties to consummate the Transactions contemplated hereby (other than conditions and obligationswith respect to the actions that the respective Parties will take at Closing), or on such otherdate and at such other time as the Parties may mutually determine (the “***Closing Date***”).Section 2.2 Deliveries of the Parties. At the Closing, (i) the HMDF Parties (directlyand/or through their nominees) shall deliver to TM the various certificates, opinions, instruments,agreements and documents referred to in Section 9.2 below, (ii) TM shall deliver to the HMDFParties, as applicable, the various certificates, opinions, instruments, agreements and documentsreferred to in Section 9.1 below, (iii) each of the HMDF Shareholders shall deliver to TM (a) acertificate representing the right, title and interest in and to the HMDF Shares set forth oppositesuch HMDF Shareholder’s name on Schedule A, free and clear of all Liens, (b) a copy ofresolutions of the board of directors or similar governing body of HMDF authorizing the transfer ofthe HMDF Shares and updating the register of members of HMDF, and (c) a duly certified copy of theupdated register of members of HMDF reflecting the acquisition by TM of all HMDF Shares, and (iv)TM shall deliver to the HMDF Shareholders (directly or through their designated nominees in theallocation as set forth on Schedule B) the Initial Cash Payment, the Initial EquityPayments and a duly certified copy of the stockholder ledger of TM reflecting the issuance of theInitial Equity Payments to the HMDF Shareholders.
 
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Section 2.3 Additional Agreements. At the Closing, the following agreements(collectively, the “***Transaction Documents***”) will have been duly executed by each party thereto,delivered or otherwise effectuated: (i) the Lock-Up Agreements; (ii) the Executive EmploymentAgreement with Zheng Cheng; (iii) the Voting Agreement; (iv) the Registration Rights Agreement; and(v) the Investor Representation Letters.Section 2.4 Further Assurances. Subject to the terms and conditions of this Agreement,at any time or from time to time after the Closing, each of the Parties shall execute and deliversuch other documents and instruments, provide such materials and information and take such otheractions as may be commercially reasonable, to the extent permitted by law, to fulfill itsobligations under this Agreement and to effectuate and consummate the Transactions.**ARTICLE III****Representations and Warranties of HMDF Parties**Subject to the exceptions set forth in the Disclosure Schedule of the HMDF Parties attachedhereto as Schedule C (the “***HMDF Disclosure Schedule***”), each of the HMDF Parties jointly andseverally represents and warrants to TM as of the date hereof and as of the Closing as follows:Section 3.1 HMDF Shares.(a) *Good Title*. The HMDF Shareholders are the registered owners of the HMDF Shares and havegood and marketable title to the HMDF Shares, with the right and authority to sell and deliver suchHMDF Shares. On the Closing Date, the HMDF Shareholders listed on Schedule A hereto willown the HMDF Shares in the amounts and according to the percentage ownership set forth onSchedule A hereto. Such shares constitute all of the registered capital stock of HMDF.Upon delivery of any certificate or certificates duly assigned, representing the same as hereincontemplated and upon registering of TM as the new owner of such HMDF Shares in the share registerof HMDF, TM will receive good title to such HMDF Shares, free and clear of all Liens.(b) *Capital Structure*. The registered capital of HMDF and the total number of shares and typeof all authorized, issued and outstanding capital stock of HMDF and all shares of capital stock ofHMDF reserved for issuance under HMDF’s various option and incentive plans, are set forth inSection 3.1(b) of the HMDF Disclosure Schedule. Except as set forth in Section 3.1(b) of the HMDFDisclosure Schedule: (i) no shares of capital stock or other voting securities of HMDF are issued,reserved for issuance or outstanding; (ii) all outstanding shares of the capital stock of HMDF areduly authorized, validly issued, fully paid and nonassessable and are not subject to or issued inviolation of any purchase option, call option, right of first refusal, preemptive right,subscription right or any similar right under any provision of the HMDF Constituent Instruments orany Contract to which any of the HMDF Parties is a party or otherwise bound; (iii) there are nobonds, debentures, notes or other indebtedness ofHMDF having the right to vote (or convertible into, or exchangeable for, securities having theright to vote) on
 
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anymatters on which holders of the shares of capital stock of HMDF may vote(“***Voting HMDF Debt***”); (iv) there are no options, warrants, rights, convertible or exchangeablesecurities, “phantom” stock rights, stock appreciation rights, stock-based performance units,commitments, Contracts, arrangements or undertakings of any kind to which HMDF is a party or isbound (A) obligating HMDF to issue, deliver or sell, or cause to be issued, delivered or sold,additional shares of capital stock or other equity interests in, or any security convertible orexercisable for or exchangeable into any capital stock of or other equity interest in, HMDF or anyVoting HMDF Debt, or (B) obligating HMDF to issue, grant, extend or enter into any such option,warrant, call, right, security, commitment, Contract, arrangement or undertaking; (v) as of thedate of this Agreement, there are no outstanding contractual obligations of HMDF to repurchase,redeem or otherwise acquire any shares of HMDF capital stock; and (vi) except for the StructureAgreements, none of the HMDF Parties is a party to any voting trust or other voting agreement orContract with respect to any of the shares of capital stock of any HMDF Party or to any agreementrelating to the issuance, sale, redemption, transfer or other disposition of the capital stock ofany HMDF Party.Section 3.2 Organization and Standing. Each of the HMDF Parties (if an entity) isduly organized, validly existing and in good standing under the laws of its respective jurisdictionof incorporation. Except as set forth in Section 3.2 of the HMDF Disclosure Schedule, each of theHMDF Entities is duly qualified to do business in each of the jurisdictions in which the propertyowned, leased or operated by it or the nature of the business which it conducts requiresqualification, except where the failure to so qualify would not reasonably be expected,individually or in the aggregate, to result in a Material Adverse Effect. Except as set forth inSection 3.2 of the HMDF Disclosure Schedule, each of the HMDF Entities (i) has all requisite powerand authority to own, lease and operate its tangible assets and properties and to carry on itsbusiness as now being conducted and (ii) has no substantial encumbrance in obtaining any Permits toconduct its business as required by PRC Law except as otherwise set forth on Section 3.11 of theHMDF Disclosure Schedule. HMDF has delivered to TM true and complete copies of the HMDFConstituent Instruments.Section 3.3 Authority; Execution and Delivery; Enforceability. Each of the HMDFParties (and their respective nominees), if an entity, has all requisite corporate power andauthority to execute and deliver this Agreement and the Transaction Documents to which it is aparty and to consummate the Transactions contemplated hereby and thereby. Except as set forth inSection 3.3 of the HMDF Disclosure Schedule, the execution and delivery by the HMDF Parties of thisAgreement and the consummation by them of the Transactions have been duly authorized and approvedby the boards of directors or other governing body of each of the HMDF Parties (if an entity), suchauthorization and approval remains in effect and has not been rescinded or qualified in any way,and no other proceedings on the part of any such entities are necessary to authorize this Agreementand the Transactions. Each of this Agreement and the Transaction Documents to which any HMDF Partyis a party has been duly executed and delivered by such party and constitutes the valid, binding,and enforceable obligation of each of them, enforceable in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent transfer or similar laws of general application now or hereafter in effect affecting therights and remedies of creditors and by general principles of equity (regardless of whetherenforcement is sought in a proceeding at law or in equity).
 
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Section 3.4 Subsidiaries. Section 3.4 of the HMDF Disclosure Schedule lists, as of thedate hereof, all Subsidiaries of HMDF and indicates as to each the type of entity, its jurisdictionof organization and its stockholders or other equity holders. Except as set forth in Section 3.4of the HMDF Disclosure Schedule, HMDF does not directly or indirectly own any other equity orsimilar interest in or any interest convertible or exchangeable or exercisable for, any equity orsimilar interest in, any corporation, partnership, joint venture or other business association orentity. Except as set forth in Section 3.4 of the HMDF Disclosure Schedule, HMDF is the direct orindirect owner of all outstanding shares of capital stock of its Subsidiaries, and all such sharesare duly authorized, validly issued, fully paid and nonassessable and are owned by HMDF free andclear of all Liens. Except as set forth in Section 3.4 of the HMDF Disclosure Schedule, there areno outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertiblesecurities or other commitments or agreements of any character relating to the issued or unissuedcapital stock or other securities of any Subsidiaries of HMDF or otherwise obligating anySubsidiaries of HMDF to issue, transfer, sell, purchase, redeem or otherwise acquire any suchsecurities.Section 3.5 No Conflicts. Except as set forth in Section 3.5 of the HMDF DisclosureSchedule, the execution and delivery of this Agreement or any of the Transaction Documentscontemplated hereby by each of the HMDF Parties and the consummation of the Transactions andcompliance with the terms hereof and thereof will not, (a) conflict with, or result in anyviolation of or default (with or without notice or lapse of time, or both) under, or give rise to aright of termination, cancellation or acceleration of any obligation or to loss of a materialbenefit under, or result in the creation of any Lien (other than a Permitted Lien) upon any of theassets and properties of any HMDF Entity under any provision of: (i) any HMDF ConstituentInstrument; (ii) any HMDF Material Contract (as defined in Section 3.18(a) herein) to which anyHMDF Entity is a party or to or by which it (or any of its assets and properties) is subject orbound; or (iii) conflict with any Material Permit of a HMDF Entity; (b) subject to the filings andother matters referred to in Section 3.6, any material Judgment applicable to any HMDF Entity, orits properties or assets, (c) terminate or modify, or give any third party the right to terminateor modify, the provisions or terms of any Contract to which any HMDF Entity is a party; or (d)cause any of the assets owned by any HMDF Party to be reassessed or revalued by any GovernmentalAuthority, except, in the case of clauses (a)(ii), (a)(iii), (b), (c) and (d) above, any such itemsthat, individually or in the aggregate, have not had and would not reasonably be expected to have aMaterial Adverse Effect on the HMDF Entities.Section 3.6 Consents and Approvals. Except as set forth in Section 3.6 of the HMDFDisclosure Schedule, no consent, approval, license, permit, order or authorization of, orregistration, declaration or filing with any Governmental Authority (“***Consent***”) is required to beobtained or made by or with respect to any HMDF Party, in connection with the execution, deliveryand performance of this Agreement or the consummation of the Transactions, except for (a) suchConsents as may be required under applicable state securities laws and the securities laws of anyforeign country; and (b) such other Consents which, if not obtained or made, would not have aMaterial Adverse Effect on the HMDF Parties and would not prevent or materially alter or delay anyof the Transactions.
 
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Section 3.7 Financial Statements and Projections. The projections furnished by theHMDF Entities to TM on or prior to the date hereof and attached to Section 3.7 of the HMDFDisclosure Schedule (the “***Projections***”) have been prepared by HMDF in light of the past operationsof its businesses, but including future payments of known contingent liabilities, and reflectprojections for the three (3) year period beginning on January 1, 2009 on a year-by-year basis.The Projections are based upon the same accounting principles as those used in the preparation ofthe HMDF Financial Statements described above and the estimates and assumptions stated therein, allof which HMDF believes to be reasonable and fair in light of current conditions and current factsknown to HMDF and, as of the date hereof, reflect HMDF’s good faith and reasonable estimates of thefuture financial performance of the HMDF Entities and its Subsidiaries for the period set forththerein.Section 3.8 Absence of Certain Changes or Events. Except as disclosed in the HMDFFinancial Statements or in Section 3.8 of the HMDF Disclosure Schedule, from December 31, 2008 tothe date of this Agreement, there has not been:(a) any event, situation or effect (whether or not covered by insurance) that has resulted in,or to the HMDF Entities’ Knowledge, is reasonably likely to result in, a Material Adverse Effect onthe HMDF Entities;(b) any damage, destruction or loss to, or any material interruption in the use of, any of theassets of any of the HMDF Entities (whether or not covered by insurance) that has had or couldreasonably be expected to have a Material Adverse Effect on the HMDF Entities;(c) any material change to a Material Contract by which any of the HMDF Entities or any of itsrespective assets is bound or subject;(d) any mortgage, pledge, transfer of a security interest in, or Lien, created by any of theHMDF Entities, with respect to any of its material properties or assets, except for PermittedLiens;(e) any loans or guarantees made by any of the HMDF Entities to or for the benefit of itsshareholders, officers or directors, or any members of their immediate families, or any materialloans or guarantees made by the HMDF Entities to or for the benefit of any of its employees or anymembers of their immediate families, in each case, other than travel advances and other advancesmade in the ordinary course of its business;(f) any change of the identity of its auditors or material alteration of any of the HMDFEntities’ method of accounting or accounting practice;
 
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(g) any declaration, accrual, set aside or payment of dividend or any other distribution ofcash or other property in respect of any shares of capital stock of any of the HMDF Entities or anypurchase, redemption or agreements to purchase or redeem by any of the HMDF Entities of any sharesof capital stock or other securities;(h) any sale, issuance or grant, or authorization of the issuance of equity securities of anyHMDF Entity, except pursuant to existing stock option plans of the HMDF Entities;(i) any amendment to any HMDF Constituent Instruments, any merger, consolidation, shareexchange, business combination, recapitalization, reclassification of shares, stock split, reversestock split or similar transaction involving any HMDF Entity;(j) any creation of any Subsidiary of any HMDF Entity or acquisition by any HMDF Entity of anyequity interest or other interest in any other Person;(k) any material Tax election by any HMDF Entity;(l) any commencement or settlement of any material Actions (as defined below) by any HMDFEntity; or(m) any negotiations, arrangements or commitments by any of the HMDF Parties to take any ofthe actions described in this Section 3.8.Section 3.9 No Undisclosed Liabilities. Except as set forth in Section 3.9 of the HMDFDisclosure Schedule, the HMDF Entities have no material obligations or liabilities of any nature(matured or unmatured, fixed or contingent, including any obligations to issue capital stock orother securities of the HMDF Entities) due after the date hereof in excess of $100,000, other than(a) those set forth or adequately provided for in the Balance Sheet included in the HMDF FinancialStatements (the “***HMDF Balance Sheet***”), (b) those not required to be set forth in the HMDF BalanceSheet under U.S. GAAP, (c) those incurred since the HMDF Balance Sheet date and not reasonablylikely to result in a Material Adverse Effect on the HMDF Entities, and (d) those incurred inconnection with the execution of this Agreement.Section 3.10 Litigation. As of the date of this Agreement, there is no private orgovernmental action, suit, inquiry, notice of violation, claim, arbitration, audit, proceeding(including any partial proceeding such as a deposition) or investigation (“***Action***”) pending orthreatened in writing against any of the HMDF Entities, any of their respective executive officersor directors (in their capacities as such) or any of their respective properties before or by anyGovernmental Authority which (a) adversely affects or challenges the legality, validity orenforceability of this Agreement or (b) could, if there were an unfavorable decision, individuallyor in the aggregate, have or would reasonably be expected to result in a Material Adverse Effect onthe HMDF Entities. As of the date of this Agreement, there is no Judgment imposed upon any of theHMDF Parties or any of their respective properties, that would prevent, enjoin, alter or materiallydelay any of the Transactions contemplated by this Agreement, or that would reasonably be expectedto have a Material Adverse Effect on the HMDF Entities. Neither the HMDF Entities, nor anydirector or executive officer thereof (in his or her capacity as such), is or has been the subjectof any Action involving a material claim or material violation of or material liability under thecompany laws and securities laws of any Governmental Authority or a material claim of breach offiduciary duty.
 
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Section 3.11 Licenses, Permits, Etc. Except as set forth in Section 3.11 of the HMDFDisclosure Schedule, each of the HMDF Entities possesses or will possess prior to the Closing allMaterial Permits. Such Material Permits are described or set forth on Section 3.11 of the HMDFDisclosure Schedule. True, complete and correct copies of the Material Permits issued to the HMDFEntities have previously been delivered to TM. All such Material Permits are in full force andeffect.Section 3.12 Title to Properties.(a) *Real Property*. Section 3.12(a) of the HMDF Disclosure Schedule contains an accurate andcomplete list and description of (i) all real properties owned or leased by the HMDF Entities(except for such leased real estate for which the annual rental payment is less than $100,000)(collectively, the “***Real Property***”), and (ii) any lease under which any such Real Property ispossessed and which involve an annual rental payment of $100,000 or more (the “***Real EstateLeases***”). None of the HMDF Entities is in default under any of the Real Estate Leases, and, as ofthe date of this Agreement, the Chief Executive Officer and the Chief Financial Officer of the HMDFEntities are not aware of any default by any of the lessors thereunder, except any such defaultthat, individually or in the aggregate, have not had and would not reasonably be expected to have aMaterial Adverse Effect on the HMDF Entities.(b) *Tangible Personal Property*. Except as would not reasonably be expected to have a MaterialAdverse Effect on the HMDF Entities, the HMDF Entities are in possession of and have good title to,or have valid leasehold interests in or valid contractual rights to use all tangible personalproperty as reflected in the HMDF Financial Statements, and tangible personal property acquired(and not otherwise disposed of in the ordinary course of business with a value not exceeding$100,000) since December 31, 2008 (collectively, the “***Tangible Personal Property***”). All TangiblePersonal Property is free and clear of all Liens other than Permitted Liens, and is in good orderand condition, ordinary wear and tear excepted, and its use complies in all material respects withall applicable Laws.(c) *Accounts Receivable and Inventory*. The accounts receivable and inventory of the HMDFEntities (x) reflected in each balance sheet included in the HMDF Financial Statements and (y) thatwill be reflected in each balance sheet to be included in the HMDF Interim Financial Statements,has been or will be (as applicable) presented in accordance with U.S. GAAP applied in a mannerconsistent with the accounting principles applied in the preparation of the HMDF FinancialStatements.
 
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Section 3.13 Intellectual Property.(a) Section 3.13 of the HMDF Disclosure Schedule sets forth an accurate and complete listingof all Intellectual Property and applications for Intellectual Property owned, used or held for useby each of the HMDF Entities and material to the conduct of its business, including, as applicable,the Intellectual Property that has been registered (or regarding which an application forregistration has been submitted) with any Governmental Authority of any kind. Except as set forthin Section 3.13 of the HMDF Disclosure Schedule, there are no Actions before any GovernmentalAuthority challenging the validity or any HMDF Entity’s ownership of any of such IntellectualProperty. All such Intellectual Property owned by each HMDF Entity is owned by it free and clearof any Liens. Except as set forth in Section 3.13(a) of the HMDF Disclosure Schedule, the HMDFEntities’ operation of their business, as such business is currently conducted, does not infringeor misappropriate the Intellectual Property of any other Person. Except as set forth in Section3.13 of the HMDF Disclosure Schedule, no HMDF Entity has granted to any Person any rights in anysuch Intellectual Property owned or controlled by such HMDF Entity. Except as set forth in Section3.13 of the HMDF Disclosure Schedule, (i) no claims are pending or, to the Knowledge of the HMDFEntities, threatened that any of the HMDF Entities is infringing or otherwise adversely affectingthe rights of any Person with regard to any Intellectual Property owned forth on Section 3.13 ofthe HMDF Disclosure Schedule; and (ii) to the Knowledge of the HMDF Entities, no Person isinfringing the rights of any of the HMDF Entities with respect to any such Intellectual Property.(b) Section 3.13 of the HMDF Disclosure Schedule lists (i) all licenses, sublicenses and otheragreements (“***In-Bound Licenses***”) pursuant to which a third party authorizes any of the HMDFEntities to use, practice any rights under, or grant sublicenses with respect to, any IntellectualProperty owned by such third party and material to the conduct of the business of such HMDF Entity,other than In-Bound Licenses that consist solely of “shrink-wrap” and similar commerciallyavailable end-user licenses, and (ii) all licenses, sublicenses and other agreements (“***Out-BoundLicenses***”) pursuant to which any of the HMDF Entities authorizes a third party to use, practice anyrights under, or grant sublicenses with respect to, any Intellectual Property owned by any HMDFEntity and which Out-Bound Licenses are material to the business of such HMDF Entity or pursuant towhich any of the HMDF Entities grants rights to use or practice any rights under any IntellectualProperty owned by a third party.Section 3.14 Taxes.(a) The HMDF Entities have timely filed, or have caused to be timely filed on their behalf,all Tax Returns that are or were required to be filed by or with respect to any of them, eitherseparately or as a member of group of corporations, pursuant to applicable Legal Requirements. AllTax Returns filed by (or that include on a consolidated basis) any of the HMDF Entities were (and,as to a Tax Return not filed as of the date hereof, will be) in all respects true, complete andaccurate, except to the extent any failure to file or any inaccuracies in any filed Tax returns,individually or in the aggregate, have not and would not reasonably be expected to have a MaterialAdverse Effect on the HMDF Entities. There are no unpaid Taxes of any of the HMDF Entities claimedto be due by any Governmental Authority in charge of taxation of any jurisdiction, nor any claimfor additional Taxes of any of the HMDF Entities for any period for which Tax Returns have beenfiled, except to the extent any failure to file or any inaccuracies in any filed Tax Returns,individually or in the aggregate, have not and would not reasonably be expected to have a MaterialAdverse Effect on the HMDF Entities.
 
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(b) Section 3.14(b) of the HMDF Disclosure Schedule lists all the relevant GovernmentalAuthorities in charge of taxation in which Tax Returns are filed with respect to the HMDF Entities,and indicates those Tax Returns that have been audited or that are currently the subject of anaudit since January 1, 2002. None of the HMDF Entities has received any notice that anyGovernmental Authority will audit or examine (except for any general audits or examinationsroutinely performed by such Governmental Authorities), seek information with respect to, or makematerial claims or assessments with respect to, any Taxes of any of the HMDF Entities for anyperiod. The HMDF Entities have delivered or made available to TM correct and complete copies ofall Tax Returns, examination reports, and statements of deficiencies filed by, assessed against oragreed to by the HMDF Entities, for and during fiscal years 2002 through 2007.(c) The HMDF Financial Statements reflect an adequate reserve for all Taxes payable by theHMDF Entities (in addition to any reserve for deferred Taxes to reflect timing differences betweenbook and Tax items) for all taxable periods and portions thereof through the date of such financialstatements. None of the HMDF Entities is a party to or bound by any Tax indemnity, Tax sharing orsimilar agreement, and the HMDF Entities currently have no material liability and will not have anymaterial liabilities for any Taxes of any other Person under any agreement or by the operation ofany Law. No deficiency with respect to any Taxes has been proposed, asserted or assessed againstany of the HMDF Entities, and no requests for waivers of the time to assess any such Taxes arepending, except to the extent any such deficiency or request for waiver, individually or in theaggregate, has not had and would not reasonably be expected to have a Material Adverse Effect onthe HMDF Entities.(d) None of the HMDF Entities has requested any extension of time within which to file any TaxReturn, which Tax Return has not since been filed. None of the HMDF Entities has executed anyoutstanding waivers or comparable consents regarding the application of the statute of limitationswith respect to any Taxes or Tax Returns. No power of attorney currently in force has been grantedby any of the HMDF Entities concerning any Taxes or Tax Return.(e) None of the HMDF Entities (i) is currently engaged in the conduct of a trade or businesswithin the United States; (ii) is a corporation or other entity organized or incorporated in theUnited States; and (iii) has or has ever owned any United States real property interests asdescribed in Section 897 of the Code.
 
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Section 3.15 Employment Matters.(a) *Benefit Plan*. Except as set forth in Section 3.15(a) of the HMDF Disclosure Schedule, noneof the HMDF Entities has or maintains any material bonus, pension, profit sharing, deferredcompensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock,retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan,arrangement or understanding (whether or not legally binding) providing material benefits to anycurrent or former employee, officer or director of any of the HMDF Entities (collectively, “***HMDFBenefit Plans***”). Except as set forth in Section 3.15(a) of the HMDF Disclosure Schedule, neitherthe execution and delivery of this Agreement nor the consummation of the Transactions will resultin, cause the accelerated vesting or delivery of, or increase the amount or value of, any paymentor benefit to any employee of any of the HMDF Entities. Except as set forth in Section 3.15(a) ofthe HMDF Disclosure Schedule, as of the date of this Agreement, there are no severance ortermination agreements or arrangements currently in effect between any of the HMDF Entities and anyof its current or former employees, officers or directors, nor do any of the HMDF Entities have anygeneral severance plan or policy currently in effect for any of its employees, officers ordirectors. Since December 31, 2008, there has not been any adoption or amendment in any materialrespect by any of the HMDF Entities of any HMDF Benefit Plan.(b) *Labor Matters*. Except as disclosed in Section 3.15(b) of the HMDF Disclosure Schedule,(a) there are no collective bargaining or other labor union agreements to which any of the HMDFEntities is a party or by which it is bound; (b) no material labor dispute exists or, to theKnowledge of the HMDF Entities, is imminent with respect to any of the employees of any of the HMDFEntities; (c) to the Knowledge of the HMDF Entities, none of the HMDF Entities is, and no event,condition or other circumstance exists as of the date hereof which could reasonably be expected tocause any HMDF Entity to become, the subject of any Actions asserting that any of the HMDF Entitieshas committed an unfair labor practice or seeking to compel it to bargain with any labororganization as to wages or conditions of employment; (d) there is no strike, work stoppage orother labor dispute involving any of the HMDF Entities pending or, to the HMDF Entities’ Knowledge,threatened; (e) no complaint, charge or Actions by or before any Governmental Authority brought byor on behalf of any employee, prospective employee, former employee, retiree, labor organization orother representative of its employees is pending or, to HMDF Entities’ Knowledge, threatenedagainst any of the HMDF Entities; (f) no material grievance is pending or, to the HMDF Entities’Knowledge, threatened against any of the HMDF Entities; and (g) none of the HMDF Entities is aparty to, or otherwise bound by, any consent decree with, or to the Knowledge of the HMDF Entities,citation by, any Governmental Authorities relating to employees or employment practices.Section 3.16 Transactions With Affiliates and Employees. Except as disclosed inSection 3.16 of the HMDF Disclosure Schedule, none of the executive officers or directors of theHMDF Entities and none of the HMDF Shareholders is presently a party, directly or indirectly, toany transaction with any of the HMDF Entities that is required to be disclosed under Rule 404(a) ofRegulation S-K (other than for services as employees, officers and directors), including anyContract providing for the furnishing of services to or by, providing for rental of real orpersonal property to or from, or otherwise requiring payments to or from any executive officer,director or, to the Knowledge of the HMDF Entities, any entity in which any executive officer ordirector has a substantial interest or is an officer, director, trustee or partner.Section 3.17 Insurance. Section 3.17 of the HMDF Disclosure Schedule (i) sets forth anaccurate and complete list of each insurance policy or contract which covers any of the HMDFEntities or to which any of the HMDF Entities is party, and (ii) lists all pending claims and theclaims history for each HMDF Entity during the current year and the three (3) preceding years. Allsuch insurance policies are in full force and effect, all premiums due thereon have been paid orprovided for and the HMDF Entities have complied with the material provisions of such policies.The HMDF Entities have been advised of any defense to coverage in connection with any claim tocoverage asserted or noticed by the HMDF Entities under or in connection with any of theirinsurance policies. Except as set forth in Section 3.17 of the HMDF Disclosure Schedule, the HMDFEntities are insured by insurers of recognized financial responsibility against such losses andrisks and in such amounts as are prudent and customary in the businesses in which the HMDF Entitiesare engaged and in the geographic areas where any of which engages in such businesses.
 
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Section 3.18 Material Contracts.(a) HMDF has made available to TM, prior to the date of this Agreement, true, correct andcomplete copies of each of the following written Contracts, as amended and supplemented to whichany of the HMDF Entities is a party: (i) Contracts that would be considered a material contractpursuant to Item 601(b)(10) of Regulation S-K; (ii) Contracts (including all advertising andadvertising-related agreements) pursuant to which any of the HMDF Entities has received or has paidamounts in excess of an aggregate of $100,000 during the fiscal year ended December 31, 2008; (iii)Contracts that are in full force and effect with any bus company or transportation company orauthority; (iv) Contracts that are in full force and effect with any program or content provider(including any television stations or video press); (v) Contracts that relate to the acquisition,disposition or transfer of any equipment; (vi) loan agreements, indentures or similar Contractsrelating to any indebtedness in excess of $250,000; (vii) partnership, joint venture or similarContracts; (viii) Contracts with a Governmental Authority or any Person affiliated with aGovernmental Authority; (ix) Contracts that relate to the acquisition or disposition of anybusiness (whether by merger, sale of stock, sale of assets or otherwise); (x) the StructureAgreements; and (xi) Contracts that restrict or purport to restrict the right of any Person toengage in any line of business, acquire any property, develop or distribute any product or provideany service (including geographic restrictions) or to compete with any Person or grant anyexclusive distribution rights, in any market, field or territory (each, a “***HMDF MaterialContract***”). A list of each such HMDF Material Contract is set forth on Section 3.18 of the HMDFDisclosure Schedule. Except as set forth on Section 3.18 of the HMDF Disclosure Schedule, none ofthe HMDF Entities is party to any oral or unwritten Contracts that would be considered a materialcontract pursuant to Item 601(b)(10) of Regulation S-K. Except as set forth on Section 3.18 of theHMDF Disclosure Schedule, as of the date of this Agreement, none of the HMDF Entities is inviolation of or in default under (nor does there exist any condition which upon the passage of timeor the giving of notice would cause such a violation of or default under) any Contract to which itis a party or by which it or any of its properties or assets is bound, except for violations ordefaults that would not, individually or in the aggregate, reasonably be expected to result in aMaterial Adverse Effect on the HMDF Entities; and, to the Knowledge of the HMDF Entities, except asset forth on Section 3.18 of the HMDF Disclosure Schedule, as of the date of this Agreement, noother Person has violated or breached, or committed any default under, any HMDF Material Contract,except for violations, breaches and defaults that, individually or in the aggregate, have not hadand would not reasonably be expected to have a Material Adverse Effect on the HMDF Entities.
 
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(b) Each HMDF Material Contract is a legal, valid and binding agreement and is in full forceand effect. Except as set forth on Section 3.18 of the HMDF Disclosure Schedule or as would notreasonably be expected to have a Material Adverse Effect on the HMDF Entities, (i) none of the HMDFEntities is in breach or default of any HMDF Material Contract to which it is a party; (ii) noevent has occurred or circumstance has existed that (with or without notice or lapse of time), willor would reasonably be expected to, (A) contravene, conflict with or result in a violation orbreach of, or become a default or event of default under, any provision of any HMDF MaterialContract; (B) permit any of the HMDF Entities or any other Person the right to declare a default orexercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminateor modify any HMDF Material Contract; and (iii) none of the HMDF Entities has received notice ofthe pending or threatened cancellation, revocation or termination of any HMDF Material Contract towhich it is a party. Except as set forth on Section 3.18 of the HMDF Disclosure Schedule, sinceDecember 31, 2008, none of the HMDF Entities has received any notice or other communicationregarding any actual or possible violation or breach of, or default under, any HMDF MaterialContract.(c) Section 3.18 of the HMDF Disclosure Schedule sets forth all of the Structure Agreements,which constitute all of the Contracts enabling HMDF to effect control over and consolidate with itsfinancial statements each HMDF Entity (including FF). The execution, delivery and performance ofeach Structure Agreement by the parties thereto did not and is not reasonably expected to (i)result in any material violation of the business license, articles of association, otherconstitutional documents (if any) or permits of any HMDF Party; (ii) result in any violation of orpenalty under any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations,notices or other legislation of the PRC as in effect as of the date hereof; or (iii) conflict withor result in a breach or violation of any of the terms or provisions of, or constitute a defaultunder, any other Contract, license, indenture, mortgage, deed of trust, loan agreement, note, leaseor other agreement or instrument in effect as of the date hereof to which any of them is a party orby which any of them is bound or to which any of their property or assets is subject; except, inthe case of clause (ii) and (iii), as would not reasonably be expected to have a Material AdverseEffect on the HMDF Parties. No breach or default under any of the Structure Agreements by any HMDFParty will occur as a result of the execution, delivery and performance of this Agreement or anyother Transaction Document. Except as set forth in Section 3.18 of the HMDF Disclosure Schedule,consummation of the transactions contemplated by this Agreement and the other Transaction Documentswill not (and will not give any Person a right to) terminate or modify any rights of, or accelerateor augment any obligation of, any HMDF Party under any Structure Agreement.Section 3.19 Compliance with Applicable Laws. Except as set forth in Section 3.19 ofthe HMDF Disclosure Schedule, the HMDF Entities are in compliance with all applicable Laws,including those relating to occupational health and safety and the environment to which they aresubject, except for instances of noncompliance that, individually and in the aggregate, have nothad and would not reasonably be expected to have a Material Adverse Effect on the HMDF Entities.Except as set forth in Section 3.19 of the HMDF Disclosure Schedule, none of the HMDF Entities hasreceived any written communication during the past two years from a Governmental Authority allegingthat any of the HMDF Entities is not in compliance in any material respect with any applicable Law.This Section 3.19 does not relate to matters with respect to Taxes, which are the subject ofSection 3.14.
 
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Section 3.20 Foreign Corrupt Practices. None of the HMDF Parties and, to the Knowledgeof the HMDF Entities, any of their respective Representatives, has, in the course of its actionsfor, or on behalf of, any of the HMDF Entities, directly or indirectly, (a) used any corporatefunds for any unlawful contribution, gift, entertainment or other unlawful expenses relating topolitical activity; (b) made any direct or indirect unlawful payment to any Governmental Authorityor any foreign or domestic government official or employee from corporate funds; (c) violated or isin violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, andthe rules and regulations thereunder (the “***FCPA***”); or (d) made any unlawful bribe, rebate, payoff,influence payment, kickback or other unlawful payment in connection with the operations of the HMDFEntities to any foreign or domestic government official or employee.Section 3.21 Money Laundering Laws. None of the HMDF Parties has violated any moneylaundering statute or any rules and regulations relating to money laundering statutes(collectively, the “***Money Laundering Laws***”) and no proceeding involving any of the HMDF Partieswith respect to the Money Laundering Laws is pending or, to the Knowledge of the HMDF Entities, isthreatened.Section 3.22 Brokers; Schedule of Fees and Expenses. Except as set forth in Section3.22 of the HMDF Disclosure Schedule, no broker, investment banker, financial advisor or otherPerson is entitled to any broker’s, finder’s, financial advisor’s or other similar fee orcommission in connection with this Agreement or the Transactions based upon arrangements made by oron behalf of HMDF Parties.Section 3.23 OFAC. None of the HMDF Parties, any director or officer of any of theHMDF Entities, and, to the Knowledge of the HMDF Entities, any Representative acting on behalf ofany of the HMDF Entities is currently identified on the specially designated nationals or otherblocked person list or otherwise currently subject to any U.S. sanctions administered by the Officeof Foreign Assets Control of the U.S. Treasury Department (“***OFAC***”); and the HMDF Parties have not,directly or indirectly, used any funds, or loaned, contributed or otherwise made available suchfunds to any Subsidiary, joint venture partner or other Person, in connection with any sales oroperations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for thepurpose of financing the activities of any Person currently subject to, or otherwise in violationof, any U.S. sanctions administered by OFAC.
 
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Section 3.24 Additional PRC Representations and Warranties. Except as set forth inSection 3.24 of the HMDF Disclosure Schedule:(a) All material consents, approvals, authorizations or licenses required under PRC law forthe due and proper establishment and operation of FF have been duly obtained from the relevant PRCGovernmental Authority and are in full force and effect.(b) All filings and registrations with the PRC Governmental Authorities required in respect ofFF and its operations including, without limitation, the registration with and/or approval by theMinistry of Commerce, the State Administration for Industry and Commerce, the State Administrationof Foreign Exchange, the State Administration of Taxation, the State Administration of Radio, Filmand Television, the General Administration of Customs of the PRC and their relevant localcounterparts, the tax bureau and other PRC Governmental Authorities that administer foreigninvestment enterprises have been duly completed in accordance with the relevant PRC rules andregulations, except where the failure to complete such filings and registrations does not, andwould not, individually or in the aggregate, have a Material Adverse Effect.(c) FF has complied with all relevant PRC laws and regulations regarding the contribution andpayment of its registered share capital, the payment schedule of which has been approved by therelevant PRC Governmental Authority. There are no outstanding rights to acquire, or commitmentsmade by FF to sell, any of its equity interests.(d) FF is not in receipt of any letter or notice from any relevant PRC Governmental Authoritynotifying it of the revocation, or otherwise questioning the validity, of any licenses orqualifications issued to it or any subsidy granted to it by any PRC Governmental Authority fornon-compliance with the terms thereof or with applicable PRC laws, or the need for compliance orremedial actions in respect of the activities carried out by FF.(e) FF has conducted its business activities within its permitted scope of business or hasotherwise operated its business in compliance, in all material respects, with all relevant legalrequirements and with all requisite licenses and approvals granted by competent PRC GovernmentalAuthorities. As to licenses, approvals and government grants and concessions required or materialfor the conduct of any part of FF’s business which is subject to periodic renewal, FF does not haveany Knowledge, as of the date of this Agreement, of any grounds on which renewals of any suchlicenses, approvals, grants or concessions will not be granted by the relevant PRC GovernmentalAuthorities.(f) With regard to employment and staff or labor, FF has complied, in all material respects,with all applicable PRC laws and regulations, including without limitation, laws and regulationspertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits,pensions or the like.Section 3.25 Environmental Matters. Each of the HMDF Entities is in substantialcompliance with, and has not been and is not in material violation of or subject to any materialliability under, any Environmental Law and no proceeding involving any of the HMDF Entities withrespect to any Environmental Law is pending or, to the Knowledge of the HMDF Entities, isthreatened.Section 3.26 Customers and Suppliers.(a) Set forth on Section 3.26(a) of the HMDF Disclosure Schedule is a true and correct list of(i) the ten (10) largest customers (measured by revenues paid to the HMDF Entities, in theaggregate, during the twelve-month period ended December 31, 2008), together with the dollar amountof sales made to such customers during such period, (ii) the ten (10) largest suppliers in terms ofpurchases and leases by the HMDF Entities during the twelve-month period ended December 31, 2008,and (iii) any sole source suppliers of goods or services for which there is no ready alternative tothe HMDF Entities on comparable or better terms, together with the dollar amount paid to suchsuppliers during such period.
 
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(b) Except as set forth in Section 3.26(b) of the HMDF Disclosure Schedule, the relationshipsof the HMDF Entities with each supplier and customer listed in Section 3.26(a) of the HMDFDisclosure Schedule (including each supplier and customer listed in Section 3.26(a) of the HMDFDisclosure Schedule party to a Contract) are good commercial working relationships. Except as setforth in Section 3.26(b) of the HMDF Disclosure Schedule, no such supplier or customer has canceledor otherwise terminated, or to the HMDF Entities’ Knowledge, threatened to cancel or otherwiseterminate, its relationship with the HMDF Entities. Since December 31, 2008, except as provided inSection 3.26(b) of the HMDF Disclosure Schedule, none of the HMDF Parties has received any writtenor oral notice that any such supplier or customer may cancel, terminate or otherwise materially andadversely modify its relationship with the HMDF Entities (including by modifying its pricing) orlimit its services, supplies or materials to the HMDF Entities, either as a result of theconsummation of the transactions contemplated by this Agreement or otherwise.**ARTICLE IV****Representations and Warranties of TM**Except as set forth in the Disclosure Schedule of TM attached hereto as Schedule D(the “***TM Disclosure Schedule***”), TM represents and warrants to the HMDF Parties as follows:Section 4.1 Capital Structure.(a) Section 4.1(a) of the TM Disclosure Schedule sets forth, as of the date hereof, the sharecapitalization of TM and all the outstanding options, warrants or rights to acquire any sharecapital of TM. Other than those set forth on Section 4.1(a) of the TM Disclosure Schedule: (i)there are no options, warrants or other rights outstanding which give any Person the right toacquire any share capital of TM or to subscribe to any increase of any share capital of TM; and(ii) there are no disputes, arbitrations or litigation proceedings involving TM with respect to theshare capital of TM.(b) Except as set forth in Section 4.1(b) of the TM Disclosure Schedule: (i) no shares ofcapital stock or other voting securities of TM were issued, reserved for issuance or outstandingand there have not been any issuances of capital securities or options, warrants or rights toacquire the capital securities of TM; (ii) all outstanding shares of the capital stock of TM are,and all such shares that may be issued prior to the date hereof will be when issued, dulyauthorized, validly issued, fully paid and nonassessable and not subject to or issued in violationof any purchase option, call option, right of first refusal, preemptive right, subscription rightor any similar right under any provision of the DGCL, the TM Constituent Instruments (as definedbelow) or any Contract to which TM is a party or otherwise bound; and (iii) there are nooutstanding contractual obligations of TM to repurchase, redeem or otherwise acquire any shares ofcapital stock of TM.
 
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(c) Except as set forth in Section 4.1(c) of the TM Disclosure Schedule, as of the date ofthis Agreement: (i) there are no bonds, debentures, notes or other indebtedness of TM having theright to vote (or convertible into, or exchangeable for, securities having the right to vote) onany matters on which holders of Common Stock may vote (“***Voting TM Debt***”); and (ii) there are nooptions, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stockappreciation rights, stock-based performance units, commitments, Contracts, arrangements orundertakings of any kind to which TM is a Party or by which it is bound (A) obligating TM to issue,deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock orother equity interests in, or any security convertible or exercisable for or exchangeable into anycapital stock of or other equity interest in, TM or any Voting TM Debt, or (B) obligating TM toissue, grant, extend or enter into any such option, warrant, call, right, security, commitment,Contract, arrangement or undertaking.(d) Except as set forth in Section 4.1(d) of the TM Disclosure Schedule, TM is not a party toany agreement granting any security holder of TM the right to cause TM to register shares of thecapital stock or other securities of TM held by such security holder under the Securities Act. Thestockholder list provided to HMDF is a current shareholder list generated by TM’s stock transferagent, and such list accurately reflects all of the issued and outstanding shares of TM’s capitalstock.Section 4.2 Organization and Standing. TM is duly organized, validly existing and ingood standing under the laws of the State of Delaware. TM is duly qualified to do business in eachof the jurisdictions in which the property owned, leased or operated by TM or the nature of thebusiness which it conducts requires qualification, except where the failure to so qualify would notreasonably be expected to have a Material Adverse Effect on TM. TM has the requisite power andauthority to own, lease and operate its tangible assets and properties and to carry on its businessas now being conducted and, subject to necessary approvals of the relevant Government Authorities,as presently contemplated to be conducted. TM has delivered to HMDF true and complete copies ofthe certificate of incorporation of TM, as amended to the date of this Agreement and the bylaws ofTM, as amended to the date of this Agreement (the “***TM Constituent Instruments***”).Section 4.3 Authority; Execution and Delivery; Enforceability. TM has all requisitecorporate power and authority to execute and deliver this Agreement and the Transaction Documentsto which it is a Party and to consummate the Transactions. The execution and delivery by TM ofthis Agreement and the consummation by TM of the Transactions have been duly authorized andapproved by the TM Board and no other corporate proceedings on the part of TM are necessary toauthorize this Agreement and the Transactions. All action, corporate and otherwise, necessary tobe taken by TM to authorize the execution, delivery and performance of this Agreement, theTransaction Documents and all other agreements and instruments delivered by TM in connection withthe Transactions have been duly and validly taken. Each of this Agreement and the TransactionDocuments to which TM is a party has been duly executed and delivered by TM and constitutes thevalid, binding, and enforceable obligation of TM, enforceable in accordance with its terms, exceptas enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent transfer or similar laws of general application now or hereafter in effect affecting therights and remedies of creditors and by general principles of equity (regardless of whetherenforcement is sought in a proceeding at law or in equity).
 
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Section 4.4 No Subsidiaries or Equity Interests. TM does not own, directly orindirectly, any capital stock, membership interest, partnership interest, joint venture interest orother equity interest in any Person.Section 4.5 No Conflicts. Except as set forth in Section 4.5 of the TM DisclosureSchedule, the execution and delivery of this Agreement or any of the Transaction Documents by TMand the consummation of the Transactions and compliance with the terms hereof and thereof will not,(a) conflict with, or result in any violation of or default (with or without notice or lapse oftime, or both) under, or give rise to a right of termination, cancellation or acceleration of anyobligation or to loss of a material benefit under, or result in the creation of any Lien (otherthan a Permitted Lien) upon any of the assets and properties of TM, under, any provision of: (i)any TM Constituent Instrument; (ii) any TM Material Contract (as defined in Section 4.23(a) hereof)to which TM is a party or to or by which it (or any of its assets and properties) is subject orbound; or (iii) any Material Permit; (b) subject to the filings and other matters referred to inSection 4.6, conflict with any material Judgment or Law applicable to TM, or its properties orassets; (c) result in any suspension, revocation, impairment, forfeiture or nonrenewal of anyPermit applicable to TM; (d) terminate or modify, or give any third party the right to terminate ormodify, the provisions or terms of any Contract to which TM is a party; or (e) cause any of theassets owned by TM to be reassessed or revalued by any Governmental Authority, except, in the caseof clauses (a)(ii), (a)(iii), (b), (c), (d) and (e) above, any such items that, individually or inthe aggregate, have not had and would not reasonably be expected to have a Material Adverse Effecton TM.Section 4.6 Consents and Approvals. Except as set forth in Section 4.6 of the TMDisclosure Schedule, no Consent of, or registration, declaration or filing with, or permit from,any Governmental Authority is required to be obtained or made by or with respect to TM inconnection with the execution, delivery and performance of this Agreement or the consummation ofthe Transactions, other than (i) the filing with, and clearance by the SEC of a preliminary proxystatement (the “***Proxy Statement***”) pursuant to which TM’s stockholders must vote at a specialmeeting of stockholders to approve, among other thing, this Agreement and the Transactions; (ii)the filing of a Form 8-K with the SEC within four (4) business days after the execution of thisAgreement and of the Closing Date; (iii) any filings as required under applicable securities lawsof the United States and the securities laws of any foreign country; (iv) any filing required withthe AMEX; and (v) the procurement of such other consents, authorizations, filings, approvals andregistrations which, if not obtained or made, would not have a Material Adverse Effect on TM andwould not prevent, or materially alter or delay consummation of any of the Transactions.
 
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Section 4.7 SEC Documents. TM has filed all reports, schedules, forms, statements andother documents required to be filed by TM with the SEC since October 17, 2007, pursuant toSections 13(a), 14(a) and 15(d) of the Exchange Act (the “***TM SEC Documents***”). As of its respectivefiling date, each TM SEC Document complied in all material respects with the requirements of theExchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such TMSEC Document, and did not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary in order to make the statements therein,in light of the circumstances under which they were made, not misleading. Except to the extentthat information contained in any TM SEC Document has been revised or superseded by a later filedTM SEC Document, none of the TM SEC Documents contains any untrue statement of a material fact oromits to state any material fact required to be stated therein or necessary in order to make thestatements therein, in light of the circumstances under which they were made, not misleading. Theconsolidated financial statements of TM included in the TM SEC Documents comply as to form in allmaterial respects with applicable accounting requirements and the published rules and regulationsof the SEC with respect thereto, have been prepared in accordance with U.S. GAAP (except, in thecase of unaudited statements, as permitted by the rules and regulations of the SEC) applied on aconsistent basis during the periods involved (except as may be indicated in the notes thereto) andfairly present the consolidated financial position of TM as of the dates thereof and theconsolidated results of their operations and cash flows as at the respective dates of and for theperiods referred to in such financial statements (subject, in the case of unaudited financialstatements, to normal year-end audit adjustments and the omission of notes to the extent permittedby Regulation S-X of the SEC).Section 4.8 Internal Accounting Controls. TM maintains a system of internal accountingcontrols sufficient to provide reasonable assurance that (a) transactions are executed inaccordance with management’s general or specific authorizations, (b) transactions are recorded asnecessary to permit preparation of financial statements in conformity with generally acceptedaccounting principles and to maintain asset accountability, (c) access to assets is permitted onlyin accordance with management’s general or specific authorization, and (d) the recordedaccountability for assets is compared with the existing assets at reasonable intervals andappropriate action is taken with respect to any differences. TM’s officers have establisheddisclosure controls and procedures for TM and designed such disclosure controls and procedures toensure that material information relating to TM is made known to the officers by others withinthose entities.Section 4.9 Solvency. Based on the financial condition of TM as of the Closing Date(and assuming that the Closing shall have occurred and the monies in the Trust Fund are released toTM), (i) TM’s fair saleable value of its assets exceeds the amount that will be required to be paidon or in respect of TM’s existing debts and other liabilities (including known contingentliabilities) as they mature, (ii) TM’s assets do not constitute unreasonably small capital to carryon its business for the current fiscal year as now conducted and as proposed to be conducted,including its capital needs taking into account the particular capital requirements of the businessconducted by TM and projected capital requirements and capital availability thereof, and (iii) thecurrent cash flow of TM, together with the proceeds TM would receive, were it to liquidate all ofits assets, after taking into account all anticipated uses of the cash, would be sufficient to payall amounts on or in respect of its debt when such amounts are required to be paid. TM does notintend to incur debts beyond its ability to pay such debts as they mature (taking into account thetiming and amounts of cash to be payable on or in respect of its debt).
 
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Section 4.10 Absence of Certain Changes or Events. Except as disclosed in Section 4.10of the TM Disclosure Schedule, from the date of the most recent audited financial statements andinterim financial statements included in the filed TM SEC documents to the date of this Agreement,there has not been:(a) any event, situation or effect (whether or not covered by insurance) that has resulted in,or to TM’s Knowledge, is reasonably likely to result in, a Material Adverse Effect on TM;(b) any damage, destruction or loss to, or any material interruption in the use of, any of theassets of TM (whether or not covered by insurance) that has had or could reasonably be expected tohave a Material Adverse Effect on TM;(c) any material change to a material Contract by which TM or any of its assets is bound orsubject;(d) any material change in any compensation arrangement or agreement with any employee,officer, director or stockholder;(e) any resignation or termination of employment of the Chief Executive Officer, ChiefFinancial Officer, President or the Secretary of TM;(f) any mortgage, pledge, transfer of a security interest in, or Lien, created by TM, withrespect to any of its material properties or assets, except for Permitted Liens;(g) any loans or guarantees made by TM to or for the benefit of its officers or directors, orany members of their immediate families, or any material loans or guarantees made by TM to or forthe benefit of any of its employees or any members of their immediate families, in each case, otherthan travel advances and other advances made in the ordinary course of its business;(h) any declaration, setting aside or payment or other distribution in respect of any of TM’scapital stock, or any direct or indirect redemption, purchase, or other acquisition of any of suchstock by TM;(i) any alteration of TM’s method of accounting or the identity of its auditors;(j) any issuance of equity securities to any officer, director or affiliate, except pursuantto existing TM shares option plans; or(k) any negotiations, arrangements or commitments by TM to take any of the actions describedin this Section 4.10.
 
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Section 4.11 Undisclosed Liabilities. Except as set forth in Section 4.11 of the TMDisclosure Schedule, TM has no liabilities or obligations of any nature (whether accrued, absolute,contingent or otherwise) due after the date hereof other than those not required to be set forth ona balance sheet of TM or in the notes thereto under U.S. GAAP. Section 4.11 of the TM DisclosureSchedule sets forth all financial and contractual obligations and liabilities (including anyobligations to issue capital stock or other securities of TM) due after the date hereof.Section 4.12 Litigation. As of the date hereof, there is no Action which (a) adverselyaffects or challenges the legality, validity or enforceability of any of this Agreement or (b)could, if there were an unfavorable decision, individually or in the aggregate, have or reasonablybe expected to result in a Material Adverse Effect on TM. Neither TM, nor any director or officerthereof (in his or her capacity as such), is or has been the subject of any Action involving aclaim or violation of or liability under federal or state securities laws or a claim of breach offiduciary duty.Section 4.13 Compliance with Applicable Laws. Except as set forth in Section 4.13 ofthe TM Disclosure Schedule, TM is in compliance with all applicable Laws, including those relatingto occupational health and safety and the environment, except for instances of noncompliance that,individually and in the aggregate, have not had and would not reasonably be expected to have aMaterial Adverse Effect on TM. Except as set forth in Section 4.13 of the TM Disclosure Schedule,TM has not received any written communication during the past two (2) years from a GovernmentalAuthority alleging that TM is not in compliance in any material respect with any applicable Law.Section 4.14 Sarbanes-Oxley Act of 2002. TM is in material compliance with allprovisions of the Sarbanes-Oxley Act of 2002 (the “***Sarbanes-Oxley Act***”) applicable to it as of thedate hereof and as of the Closing. There has been no change in TM’s accounting policies sinceinception except as described in the notes to the TM Financial Statements. Each required form,report and document containing financial statements that has been filed with or submitted to theSEC since inception, was accompanied by the certifications required to be filed or submitted byTM’s chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act, and atthe time of filing or submission of each such certification, such certification was true andaccurate and materially complied with the Sarbanes-Oxley Act and the rules and regulationspromulgated thereunder. Neither TM, nor to the Knowledge of TM, any Representative of TM, hasreceived or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim,whether written or oral, regarding the accounting or auditing practices, procedures, methodologiesor methods of TM or their respective internal accounting controls, including any complaint,allegation, assertion or claim that TM has engaged in questionable accounting or auditingpractices, except for (a) any complaint, allegation, assertion or claim as has been resolvedwithout any resulting change to TM’s accounting or auditing practices, procedures methodologies ormethods of TM or its internal accounting controls, and (b) questions regarding such matters raisedand resolved in the ordinary course in connection with the preparation and review of TM’s financialstatements and periodic reports. To the Knowledge of TM, no attorney representing TM, whether ornot employed by TM, has reported evidence of a material violation of securities laws, breach offiduciary duty or similar violation by TM or any of its officers, directors, employees or agents tothe TM Board or any committee thereof or to any director or officer of TM. To the Knowledge of TM,no employee of TM has provided or is providing information to any law enforcement agency regardingthe commission or possible commission of any crime or the violation or possible violation of anyapplicable law.
 
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Section 4.15 Certain Registration Matters. Except as specified in Section 4.15 of theTM Disclosure Schedule, and except for registration rights granted in connection with the TM PublicOffering or pursuant to the Registration Rights Agreement, TM has not granted or agreed to grant toany Person any rights (including “piggy-back” registration rights) to have any securities of TMregistered with the SEC or any other Governmental Authority that have not been satisfied.Section 4.16 Broker’s and Finders’ Fees. Except for fees payable to Pali Capital,Inc. and Sinova Capital pursuant to agreements previously delivered to the HMDF Parties and exceptfor fees and expenses of finders in connection with Permitted Financings payable in cash or asotherwise specified in Section 4.16 of the TM Disclosure Schedule, TM has not incurred, nor will itincur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissionsor investment bankers’ fees or any similar charges in connection with this Agreement or anyTransaction. Notwithstanding anything in this Agreement to the contrary, Section 4.16 of the TMDisclosure Schedule may not be amended without the consent of the HMDF Parties.Section 4.17 Minute Books. The minute books of TM made available to HMDF contain inall material respects a complete and accurate summary of all meetings of directors and stockholdersor actions by written consent of TM since inception and through the date of this Agreement, andreflect all transactions referred to in such minutes accurately in all material respects.Section 4.18 Vote Required. The approval of the TM Board and the affirmative vote ofthe stockholders of TM in accordance with Section 9.1 hereof are the only approvals or votesnecessary to approve this Agreement and the Transactions; provided, however, that TM will notconsummate the Transactions if Public Stockholders holding 30% or more of the Publicly Held CommonStock, vote against the Share Exchange and exercise their Conversion Rights described in the TMProspectus.Section 4.19 Board Approval. The TM Board (including any required committee orsubgroup of the TM Board) has, as of the date of this Agreement, (i) adopted resolutions declaringthe advisability of and approving this Agreement and the Transactions, and (ii) determined that theTransactions are in the best interests of the stockholders of TM.Section 4.20 AMEX Quotation. The Common Stock and TM Warrants are quoted on the AMEX.There is no Action pending or, to the Knowledge of TM, threatened against TM by AMEX with respectto any intention by such entities to prohibit or terminate the quotation of such securities on theAMEX. The Common Stock and TM Warrants are registered pursuant to Section 12(g) of the ExchangeAct and TM has taken no action designed to, or which is likely to have the effect of, terminatingthe registration of such securities under the Exchange Act nor has TM received any notificationthat the SEC is contemplating terminating such registration.
 
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Section 4.21 Trust Fund. Section 4.21 of the TM Disclosure Schedule sets forth as ofMarch 31, 2009 the dollar amount (including an accrual for the earned but uncollected interestthereon) held in the trust account established in connection with TM’s Public Offering for thebenefit of its Public Stockholders (the “***Trust Fund***”) for use by TM in connection with a businesscombination as set forth in the TM Constituent Instruments. Section 4.21 of the TM DisclosureSchedule sets forth as of March 31, 2009 the dollar amount of the Trust Fund that representsdeferred underwriting commissions which will be paid to the underwriters of TM’s Public Offering atthe Closing.Section 4.22 Transactions With Affiliates and Employees. Except as set forth inSection 4.22 of the TM Disclosure Schedule, none of the officers or directors of TM and, to theKnowledge of TM, none of the employees of TM is presently a party to any transaction with TM thatis required to be disclosed under Rule 404(a) of Regulation S-K (other than for services asemployees, officers and directors), including any contract, agreement or other arrangementproviding for the furnishing of services to or by, providing for rental of real or personalproperty to or from, or otherwise requiring payments to or from any officer, director or suchemployee or, to the Knowledge of TM, any entity in which any officer, director, or any suchemployee has a substantial interest or is an officer, director, trustee or partner.Section 4.23 Material Contracts.(a) TM has made available to HMDF, prior to the date of this Agreement, true, correct andcomplete copies of each material contract which would be considered a material contract pursuant toItem 601(b)(10) of Regulation S-K or pursuant to which TM receives or pays amounts in excess of$100,000 (each a “***TM Material Contract***”). A list of each such TM Material Contract is set forth onSection 4.23 of the TM Disclosure Schedule. As of the date of this Agreement, TM is not inviolation of or in default under (nor does there exist any condition which upon the passage of timeor the giving of notice would cause such a violation of or default under) any TM Material Contractto which it is a party or by which it or any of its properties or assets is bound, except forviolations or defaults that would not, individually or in the aggregate, reasonably be expected toresult in a Material Adverse Effect on TM; and, to the Knowledge of TM, as of the date of thisAgreement, no other Person has violated or breached, or committed any default under, any TMMaterial Contract, except for violations, breaches and defaults that, individually or in theaggregate, have not had and would not reasonably be expected to have a Material Adverse Effect onTM.(b) Each TM Material Contract is a legal, valid and binding agreement, and is in full forceand effect, and (i) TM is not in breach or default of any TM Material Contract in any materialrespect; (ii) no event has occurred or circumstance has existed that (with or without notice orlapse of time), will or would reasonably be expected to, (A) contravene, conflict with or result ina violation or breach of, or become a default or event of default under, any provision of any TMMaterial Contract; (B) permit TM or any other Person the right to declare a default or exercise anyremedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modifyany TM Material Contract; or (iii) TM has not received notice of the pending or threatenedcancellation, revocation or termination of any TM Material Contract to which it is a party. SinceDecember 31, 2008, TM has not received any notice or other communication regarding any actual orpossible violation or breach of, or default under, any TM Material Contract, except in each suchcase for defaults, acceleration rights, termination rights and other rights that have not had andwould not reasonably be expected to have a Material Adverse Effect on TM.
 
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Section 4.24 Taxes.(a) all Tax Returns that are or were required to be filed by it have been timely filed, andall such Tax Returns are true, complete and accurate, except to the extent any failure to file orany inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and wouldnot reasonably be expected to have a Material Adverse Effect on TM. There are no unpaid Taxes ofTM claimed to be due by any Governmental Authority in charge of taxation of any jurisdiction, norany claim for additional Taxes of TM for any period for which Tax Returns have been filed, exceptto the extent that any failure to pay, individually or in the aggregate, has not had and would notreasonably be expected to have a Material Adverse Effect on TM, and the officers of TM know of nobasis for any such claim.(b) TM has not received any notice that any Governmental Authority will audit or examine(except for any general audits or examinations routinely performed by such GovernmentalAuthorities), seek information with respect to, or make material claims or assessments with respectto, any Taxes of TM for any period. TM has delivered to HMDF correct and complete copies of all TaxReturns, examination reports, and statements of deficiencies filed by, assessed against or agreedto by TM from its inception.(c) The TM financial statements reflect an adequate reserve for all Taxes payable by TM (inaddition to any reserve for deferred Taxes to reflect timing differences between book and Taxitems) for all taxable periods and portions thereof through the date of such financial statements.TM is neither a party to nor is it bound by any tax indemnity, tax sharing or similar agreement andTM currently has no material liability and will not have any material liabilities for any Taxes ofany other Person under any agreement or by the operation of any Law. No deficiency with respect toany Taxes has been proposed, asserted or assessed against TM, and no requests for waivers of thetime to assess any such Taxes are pending, except to the extent any such deficiency or request forwaiver, individually or in the aggregate, has not had and would not reasonably be expected to havea Material Adverse Effect on TM.Section 4.25 Foreign Corrupt Practices. Neither TM, nor to TM’s Knowledge, anyRepresentative of TM has, in the course of its actions for, or on behalf of, TM (a) used anycorporate funds for any unlawful contribution, gift, entertainment or other unlawful expensesrelating to political activity; (b) made any direct or indirect unlawful payment to any foreign ordomestic government official or employee from corporate funds; (c) violated or is in violation ofany provision of the FCPA; or (d) made any unlawful bribe, rebate, payoff, influence payment,kickback or other unlawful payment to any foreign or domestic government official or employee,except, in the case of clauses (a) and (b) above, any such items that, individually or in theaggregate, have not had and would not reasonably be expected to have a Material Adverse Effect onTM.
 
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Section 4.26 Money Laundering Laws. The operations of TM are and have been conductedat all times in compliance with Money Laundering Laws and no proceeding involving TM with respectto the Money Laundering Laws is pending or, to the Knowledge of the officers of TM, is threatened.**ARTICLE V****Conduct Prior To The Closing**Section 5.1 Covenants of HMDF Parties . During the period from the date of thisAgreement and continuing until the earlier of the termination of this Agreement or the ClosingDate, the HMDF Parties agree that each of the HMDF Entities shall use commercially reasonableefforts, or cause such entities to use commercially reasonable efforts, to (except to the extentexpressly contemplated by this Agreement or as consented to in writing by the other Parties), (i)carry on its business in the ordinary course in substantially the same manner as heretoforeconducted, to pay debts and Taxes when due (subject to good faith disputes over such debts orTaxes), to pay or perform other obligations when due, and to use all reasonable efforts consistentwith past practice and policies to preserve intact its present business organizations, and (ii) useits commercially reasonable efforts consistent with past practice to keep available the services ofits present officers, directors and employees and use its commercially reasonable effortsconsistent with past practice to preserve its relationships with customers, suppliers,distributors, licensors, licensees, and others having business dealings with it, to the end thatthere shall not be a Material Adverse Effect in its ongoing businesses as of the Closing Date. TheHMDF Parties agree to promptly notify TM of any material event or occurrence not in the ordinarycourse of its business that would have or reasonably be expected to have a Material Adverse Effecton the HMDF Entities. Without limiting the generality of the forgoing, during the period from thedate of this Agreement and continuing until the earlier of the termination of this Agreement or theClosing Date, except for (i) the Permitted Financing, (ii) as listed on Section 5.1 of the HMDFDisclosure Schedule or (iii) as otherwise expressly permitted by or provided for in this Agreement,none of the HMDF Parties shall do, allow, cause or permit any of the following actions to occurwith respect to any of the HMDF Entities without the prior written consent of TM, which shall notbe unreasonably delayed or withheld:(a) *Charter Documents and Structure Agreements*. Cause or permit any amendments to ortermination of (i) any of the HMDF Constituent Instruments or any other equivalent organizationaldocuments or (ii) any of the Structure Agreements, except, in each case, as contemplated by thisAgreement and necessary, to the extent to which shall not have any effect on this Agreement;(b) *Dividends; Changes in Capital Stock*. Declare or pay any dividends on or make any otherdistributions (whether in cash, stock or property) in respect of any of its capital stock, orsplit, combine or reclassify any of its capital stock or issue or authorize the issuance of anyother securities in respect of, in lieu of or in substitution for sharesof its capital stock, or repurchase or otherwise acquire, directly or indirectly, any sharesof its capital stock;
 
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(c) *Material Contracts*. Enter into any new Material Contract, or violate, amend or otherwisemodify or waive any of the terms of any existing Material Contract, other than (i) in the ordinarycourse of business consistent with past practice or (ii) upon prior consultation with, and priorwritten consent (which shall not be unreasonably delayed or withheld) of TM;(d) *Issuance of Securities*. Issue, deliver or sell or authorize or propose the issuance,delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock orsecurities convertible into, or subscriptions, rights, warrants or options to acquire, or otheragreements or commitments of any character obligating it to issue any such shares or otherconvertible securities;(e) *Intellectual Property*. Transfer or license to any Person or entity any intellectualproperty rights other than the license of non-exclusive rights to intellectual property rights inthe ordinary course of business consistent with past practice;(f) *Dispositions*. Sell, lease, license or otherwise dispose of or encumber any of itsproperties or assets which are material, individually or in the aggregate, to its business, takenas a whole, except in the ordinary course of business consistent with past practice;(g) *Indebtedness*. Except in its ordinary course of business, issue or sell any debt securitiesor guarantee any debt securities of others in excess of $100,000 in the aggregate;(h) *Payment of Obligations*. Pay, discharge or satisfy in an amount in excess of $100,000, inany one case, or $250,000, in the aggregate, any claim, liability or obligation (absolute, accrued,asserted or unasserted, contingent or otherwise) arising other than (i) in the ordinary course ofbusiness, and (ii) the payment, discharge or satisfaction of liabilities reflected or reservedagainst in the HMDF Financial Statements, as applicable;(i) *Acquisitions*. Acquire by merging or consolidating with, or by purchasing a substantialportion of the assets of, or by other manner, any business or any corporation, partnership,association or other business organization or division thereof, or otherwise acquire any assetswhich are material, individually or in the aggregate, to its business, taken as a whole, or acquireany equity securities of any corporation, partnership, association or business organization, ineach case, to the extent that financial statements of or relating to such acquired assets orbusiness would be required under applicable U.S. federal securities laws to be publicly disclosedon a Report on Form 8-K or in the Proxy Statement;
 
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(j) *Employment*. Except as required to comply with Legal Requirements or agreements or pursuantto plans or arrangements existing on the date hereof, (i) take any action with respect to, adopt,enter into, terminate or amend any employment,severance, retirement, retention, incentive or similar agreement, arrangement or benefit planfor the benefit or welfare of any current or former director, executive officer or any collectivebargaining agreement, (ii) increase in any material respect the compensation or fringe benefits of,or pay any bonus to, any director, executive officer, (iii) materially amend or accelerate thepayment, right to payment or vesting of any compensation or benefits, (iv) pay any material benefitnot provided for as of the date of this Agreement under any benefit plan, or (v) grant any awardsunder any bonus, incentive, performance or other compensation plan or arrangement or benefit plan,including the grant of stock options, stock appreciation rights, stock based or stock relatedawards, performance units or restricted stock, or the removal of existing restrictions in anybenefit plans or agreements or awards made thereunder;(k) *Broker’s and Finder’s Fees*. Enter into any binding discussions, negotiations orarrangements with any broker, investment banker, agent or finder, whether in writing or oral,relating to this Agreement or any Transaction, other than with Piper Jaffray in connection with theTransactions.(l) *Other*. Agree in writing or otherwise to take any of the actions described in Sections5.1(a) through (k) above.Section 5.2 Covenants of TM . From the date hereof until the earlier of thetermination of this Agreement or the Closing Date, TM agrees that TM shall use commerciallyreasonable efforts to, except to the extent expressly contemplated by this Agreement or asconsented to in writing by the other Parties, (i) carry on its business in the ordinary course insubstantially the same manner as heretofore conducted, to pay debts and Taxes when due (subject togood faith disputes over such debts or taxes), to pay or perform other obligations when due, and touse all reasonable efforts consistent with past practice and policies to preserve intact itspresent business organizations and (ii) keep available the services of its present officers,directors and employees and to preserve its relationships with customers, suppliers, distributors,licensors, licensees, and others having business dealings with it, to the end that there shall notbe a Material Adverse Effect in its ongoing businesses as of the Closing Date. TM agrees topromptly notify the HMDF Parties of any material event or occurrence not in the ordinary course ofits business and of any event that would have a Material Adverse Effect on TM. Without limitingthe generality of the forgoing, during the period from the date of this Agreement and continuinguntil the earlier of the termination of this Agreement or the Closing Date, except for (i) thePermitted Financing, (ii) as listed on Section 5.2 of the TM Disclosure Schedule or (iii) asotherwise expressly permitted by or provided for in this Agreement, TM shall not do, allow, causeor permit any of the following actions to occur without the prior written consent of the HMDFParties, which consent shall not be unreasonably delayed or withheld:(a) *Charter Documents*. TM shall not adopt or propose any change in any of its constituentinstruments except for such amendments required by any Legal Requirement or the rules andregulations of the SEC or AMEX or as are contemplated by this Agreement (or such other applicablenational securities exchange).
 
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(b) *Accounting Policies and Procedures*. TM shall not change any method of accounting oraccounting principles or practices by TM, except for any such change required by any LegalRequirement or by a change in any Legal Requirement or U.S. GAAP;(c) *SEC Reports*. TM shall not fail to timely file or furnish to or with the SEC all reports,schedules, forms, statements and other documents required to be filed or furnished (except thosefilings by affiliates of TM required under Section 13(d) or 16(a) of the Exchange Act which do nothave a Material Adverse Effect on TM);(d) *Dividends; Changes in Capital Stock*. TM shall not declare or pay any dividends on or makeany other distributions (whether in cash, stock or property) in respect of any of its capitalstock, or split, combine or reclassify any of its capital stock or issue or authorize the issuanceof any other securities in respect of, in lieu of or in substitution for shares of its capitalstock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;(e) *Dispositions*. Sell, lease, license or otherwise dispose of or encumber any of itsproperties or assets;(f) *Material Contracts*. Enter into any new TM Material Contract, or violate, amend orotherwise modify or waive any of the terms of any existing TM Material Contract, other than (i)contracts involving the payment or receipt by TM of no more than $100,000, individually, or in theaggregate, that, in TM’s reasonable judgment, are necessary for the completion of the Transactions;or (ii) upon prior consultation with, and prior written consent (which shall not be unreasonablydelayed or withheld) of the HMDF Parties;(g) *Issuance of Securities*. Issue, deliver or sell or authorize or propose the issuance,delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock orsecurities convertible into, or subscriptions, rights, warrants or options to acquire, or otheragreements or commitments of any character obligating it to issue any such shares or otherconvertible securities;(h) *Indebtedness*. Issue or sell any debt securities or guarantee any debt securities of otherPersons;(i) *Payment of Obligations*. Pay, discharge or satisfy in an amount in excess of $100,000 inany one case, any claim, liability or obligation (absolute, accrued, asserted or unasserted,contingent or otherwise) arising other than (i) in the ordinary course of business, and (ii) thepayment, discharge or satisfaction of liabilities reflected or reserved against in the TM financialstatements, as applicable;(j) *Capital Expenditures*. Make any capital expenditures, capital additions or capitalimprovements;
 
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(k) *Acquisitions*. Acquire by merging or consolidating with, or by purchasing a substantialportion of the assets of, or by any other manner, any business or anycorporation, partnership, association or other business organization or division thereof, orotherwise acquire any assets which are material, individually or in the aggregate, to its business,taken as a whole, or acquire any equity securities of any corporation, partnership, association orbusiness organization;(l) *Taxes*. Make or change any material election in respect of Taxes, adopt or change anyaccounting method in respect of Taxes, file any Tax Return or any amendment to a Tax Return, enterinto any closing agreement, settle any claim or assessment in respect of Taxes, or consent to anyextension or waiver of the limitation period applicable to any claim or assessment in respect ofTaxes;(m) *Litigation*. Initiate, compromise or settle any material litigation or arbitrationproceedings; and(n) *Other*. Agree in writing or otherwise to take any of the actions described in Sections5.2(a) through (m) above.**ARTICLE VI****Covenants of the HMDF Parties**Section 6.1 Access to Information . Except as required pursuant to any confidentialityagreement or similar agreement or arrangement to which any HMDF Party is subject, between the dateof this Agreement and the Closing Date, subject to TM’s undertaking to use its commerciallyreasonable efforts to keep confidential and protect the Trade Secrets of the HMDF Parties againstany disclosure, the HMDF Parties will permit TM and its Representatives reasonable access at datesand times agreed upon by the applicable HMDF Party and TM, to all of the books and records of HMDFwhich are necessary for (i) the preparation and amendment of the Proxy Statement and such otherfilings or submissions in accordance with SEC rules and regulations as are necessary to consummatethe Transactions and as are necessary to respond to requests of the SEC’s staff, TM’s accountantsand relevant Governmental Authorities or (ii) TM to confirm any of the financial statements orreports delivered by the HMDF Entities pursuant to this Agreement. Notwithstanding anything to thecontrary contained herein, the failure to use commercially reasonable efforts to protect againstany disclosure of any Trade Secrets of HMDF Parties by TM or any of its Representatives inviolation of this Section, shall constitute a breach of a covenant in a material respect pursuantto Section 11.1(c) hereof; provided, however, that TM may make a disclosure otherwise prohibited bythis Section 6.1 if required by applicable law or regulation or regulatory, administrative or legalprocess (including, without limitation, by oral questions, interrogatories, requests forinformation, subpoena of documents, civil investigative demand or similar process) or the rules andregulations of the SEC or any stock exchange having jurisdiction over TM. In the event that TM orany of its Representatives is requested or required to disclose any Trade Secrets of HMDF Partiesas provided in the proviso in the immediately preceding sentence, TM shall provide the HMDFEntities with prompt written notice of any suchrequest or requirement so that the HMDF Entities may seek a protective order or otherappropriate remedy.
 
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Section 6.2 Financial Information.(a) TM acknowledges and agrees that HMDF shall engage CCIF and a US accounting firm to renderaccounting reports jointly (“***Report***”) and that TM shall accept the Report. On or before five (5)days following the date hereof, HMDF shall furnish TM the audited consolidated financial statementsof the HMDF Entities for the fiscal years ended December 31, 2006, 2007 and 2008 (collectively, the“***HMDF Financial Statements***”). The HMDF Financial Statements, including the notes thereto, shallhave been prepared in accordance with U.S. GAAP applied on a consistent basis throughout theperiods involved (except as may be otherwise specified in the notes thereto) by an independentpublic accounting firm acceptable to TM and shall be suitable for inclusion in the Proxy Statement.The HMDF Financial Statements will fairly present in all material respects the financial conditionand operating results, change in stockholders’ equity and cash flow of HMDF, as of the dates, andfor the periods, indicated therein. The HMDF Entities do not and shall not have any Off-BalanceSheet Arrangements.(b) The HMDF Entities shall deliver to TM within thirty (30) days after the end of each fiscalquarter consolidated and consolidating financial information regarding the HMDF Entities (the “***HMDFQuarterly Interim Financial Statements***”), certified by the Chief Executive Officer or ChiefFinancial Officer of HMDF, including (i) unaudited balance sheets as of the close of such fiscalquarter and the related statements of income and cash flow for that portion of the fiscal yearending as of the close of such fiscal quarter and (ii) unaudited statements of income and cashflows for such fiscal quarter, in each case setting forth in comparative form the figures for thecorresponding period in the prior year, all prepared in accordance with U.S. GAAP.(c) The HMDF Entities shall deliver to TM within fifteen (15) days after the end of eachcalendar month any financial information regarding the HMDF Entities prepared by its management inthe ordinary course of business consistent with past practice (the “***HMDF Monthly Interim FinancialStatements***” and, together with the HMDF Quarterly Interim Financial Statements, the “***HMDF InterimFinancial Statements***”), certified by the Chief Executive Officer or Chief Financial Officer ofHMDF, including (i) unaudited balance sheets as of the close of such calendar month and the relatedstatements of income and cash flow for that portion of the fiscal year ending as of the close ofsuch calendar month and (ii) unaudited statements of income and cash flows for such calendar month,in each case setting forth in comparative form the figures for the corresponding period in theprior year, all prepared in accordance with U.S. GAAP. The HMDF Interim Financial Statements willfairly present in all material respects the financial condition and operating results, change instockholders’ equity and cash flow of the HMDF Entities, as of the dates, and for the periods,indicated therein, subject to the normal, recurring year-end adjustments.Section 6.3 Insurance . Through the Closing Date, the HMDF Entities and each HMDFShareholder shall cause the HMDF Entities to maintain insurance policies providing insurancecoverage for thebusinesses in which the HMDF Entities are engaged and the assets and properties of the HMDFEntities of the kinds, in the amounts and against the risks as are commercially reasonable for suchbusinesses and risks covered and for the geographic areas where any of the HMDF Entities engages insuch businesses.
 
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Section 6.4 Exclusivity; No Other Negotiations.(a) None of the HMDF Entities and the HMDF Shareholders shall take (or authorize or permit anyRepresentative by or acting for or on behalf of the HMDF Entities and/or any of the HMDFShareholders to take) directly or indirectly, any action to initiate, assist, solicit, negotiate,or encourage any offer, inquiry or proposal from any Person other than TM: (i) relating to theacquisition of any capital stock or other voting securities of any of the HMDF Entities or anyassets of the HMDF Entities other than sales of assets in the ordinary course of business(including any acquisition structured as a merger, consolidation, share exchange or other businesscombination) (an “***Acquisition Proposal***”); (ii) to reach any agreement or understanding (whether ornot such agreement or understanding is absolute, revocable, contingent or conditional) for, orotherwise attempt to consummate, any Acquisition Proposal with any of the HMDF Entities and/or anyHMDF Shareholder; (iii) to participate in discussions or negotiations with or to furnish or causeto be furnished any information with respect to any of the HMDF Entities or afford access to theassets and properties or books and records of the HMDF Entities to any Person (other than ascontemplated by Section 6.1) who any of the HMDF Entities (or any such Person acting for or ontheir behalf) knows or has reason to believe is in the process of considering any AcquisitionProposal relating to any of the HMDF Entities; (iv) to participate in any discussions ornegotiations regarding, furnish any material non-public information with respect to, assist orparticipate in, or facilitate in any other manner any effort or attempt by any Person to do or seekany of the foregoing; or (v) to take any other action that is inconsistent with the Transactionsand that has the effect of avoiding the Closing contemplated hereby.(b) The HMDF Parties will immediately cease any and all existing activities, discussions ornegotiations with any parties conducted heretofore with respect to any of the actions set forth inSection 6.4(a) above, if applicable. The HMDF Parties will promptly (i) notify TM if any of theHMDF Parties receives any proposal or inquiry or request for information in connection with anAcquisition Proposal, and (ii) notify TM of the significant terms and conditions of any suchAcquisition Proposal including the identity of the party making an Acquisition Proposal.(c) The covenants, agreements and obligations set forth in this Section 6.4 shall remainbinding and in full force and effect unless and until this Agreement and the Transactions areterminated in accordance with Section 11.1(b) of this Agreement.Section 6.5 Fulfillment of Conditions. The HMDF Parties shall use their commerciallyreasonable efforts to fulfill the conditions specified in Article IX to the extent that thefulfillment of such conditions is within their control. The foregoing obligation includes (a) theexecution and delivery of documents necessary or desirable to consummate the Transactionscontemplated hereby, (b) engaging in aroad show, at mutually agreed to times and places, to seek the approval of the Transactions,and (c) taking or refraining from such actions as may be necessary to fulfill such conditions(including using their commercially reasonable efforts to conduct their business in such mannerthat on the Closing Date the representations and warranties of the each of the HMDF Partiescontained herein shall be accurate as though then made, except as contemplated by the termshereof).
 
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Section 6.6 Disclosure of Certain Matters . From the date hereof through the ClosingDate, each of the HMDF Parties shall give TM prompt written notice of any event or development thatoccurs that (a) is of a nature that, individually or in the aggregate, would have or reasonably beexpected to have a Material Adverse Effect on the HMDF Entities, or (b) would require any amendmentor supplement to the Proxy Statement.Section 6.7 Regulatory and Other Authorizations; Notices and Consents.(a) The HMDF Entities shall use their commercially reasonable efforts to obtain all materialConsents that may be or become necessary for their execution and delivery of, and the performanceof their obligations pursuant to, this Agreement and the Transaction Documents and will cooperatewith TM in promptly seeking to obtain all such authorizations, consents, orders and approvals.(b) Each HMDF Entity shall give promptly such notices to third parties and use itscommercially reasonable efforts to obtain such third party consents and estoppel certificates asare required to consummate the Transactions.(c) TM shall cooperate and use commercially reasonable efforts to assist the HMDF Entities ingiving such notices and obtaining such consents and estoppel certificates as are required toconsummate the Transactions; provided, however, that TM shall have no obligation to give anyguarantee or other consideration of any nature in connection with any such notice, consent orestoppel certificate or to consent to any change in the terms of any agreement or arrangement whichTM in its sole discretion may deem adverse to the interests of TM, the HMDF Entities or thebusiness of the HMDF Entities.Section 6.8 Related Tax. From the date hereof through the Closing Date, each of theHMDF Entities, consistent with past practice, shall (i) duly and timely file all Tax Returns andother documents required to be filed by it with applicable Governmental Authorities, the failure tofile of which could have a Material Adverse Effect on the HMDF Entities, subject to extensionspermitted by law and properly granted by the appropriate authority; provided, that HMDF notifies TMthat any of the HMDF Entities is availing itself of such extensions, and (ii) pay all Tax shown asdue on such Tax Returns. Each HMDF Shareholder covenants and agrees to pay any tax and duties asrequired to be paid by such Shareholder by any Governmental Authority of the PRC on suchShareholder’s receipt of payments, if any, pursuant to this Agreement.Section 6.9 Proxy Statement. Each of the HMDF Parties shall provide promptly to TMsuch information concerning its business affairs and financial statements as may reasonably berequired for inclusion in the Proxy Statement, shall direct that its counsel cooperate with TM’scounsel in the preparation of the Proxy Statement and shall request the cooperation of TM’sauditors in the preparation of the Proxy Statement. None of the information supplied or to besupplied by or on behalf of the HMDF Parties for inclusion or incorporation by reference in theProxy Statement will, at the time the Proxy Statement is filed with the SEC or at the time itbecomes effective under the Securities Act, contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary in order to make thestatements therein, in the light of the circumstances under which they are made, not misleading.If any information provided by the HMDF Parties is discovered or any event occurs with respect toany of the HMDF Parties, or any change occurs with respect to the other information provided by theHMDF Parties included in the Proxy Statement which is required to be described in an amendment of,or a supplement to, the Proxy Statement so that such document does not include any misstatement ofa material fact or omit to state any material fact necessary to make the statements therein, inlight of the circumstances under which they were made, not misleading, the HMDF Parties shallnotify TM promptly of such event.
 
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Section 6.10 Covenant Not to Sue. In consideration of TM’s entry into this Agreement,each of the HMDF Parties waives all right, title, interest or claim of any kind against the TrustFund that any of the HMDF Parties may have in the future as a result of, or arising out of, anynegotiations, contracts or agreements with TM, and will not seek recourse against the Trust Fund.Section 6.11 Permitted Financing. Each of the HMDF Parties, on the one hand, and TM,on the other shall cooperate with one another and use their commercially reasonable best efforts tosecure the Permitted Financing on or prior to the Closing Date, including by means of involvingPiper Jaffray as an additional financial advisor in the event such becomes necessary to ensure thecompletion of the Permitted Financing. Each of the HMDF Parties shall provide reasonably promptlyto TM such information concerning such HMDF Party’s business affairs and financial statements asmay reasonably be required to secure the Permitted Financing.Section 6.12 Effective Control and Consolidation. Each of the HMDF Parties shallcause HMDF to continue to consolidate the financial results of FF with the financial statements ofHMDF.**ARTICLE VII****Covenants of TM**Section 7.1 Proxy Statement Filing, SEC Filings and Special Meeting.(a) TM shall cause a meeting of its stockholders (the “***Stockholders’ Meeting***”) to be dulycalled and held as soon as reasonably practicable for the purpose of voting on the adoption andapproval of, among others, this Agreement and the Transactions contemplated thereby. The TM Boardshall recommend to its stockholders that they vote in favor of the adoption of such matters. Inconnection with the Stockholders’ Meeting, TM (a) will use commercially reasonable efforts to filewith the SEC as promptly as practicable, but in any event on or prior to May 27, 2009, the ProxyStatement, which shall serve as a proxy statement pursuant to Section 14(a), Regulation 14A, andSchedule 14A under the Exchange Act and all other proxy materials for such meeting, (b) uponreceipt of any comments from the SEC relating thereto, will respond as promptly as practicable andotherwise use its commercially reasonable efforts to obtain approval from the SEC, and followingwhich, will mail to its stockholders the Proxy Statement and any other necessary proxy materials,(c) will use commercially reasonable efforts to obtain the necessary approvals by its stockholdersof this Agreement and the Transactions contemplated hereby, and (d) will otherwise comply in allmaterial respects with all Legal Requirements applicable to the Stockholders’ Meeting.
 
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(b) TM will provide to HMDF all correspondence received from and to be sent to the SEC andwill not file any amendment to the filings with the SEC without (i) providing HMDF the opportunityto review and comment on any responses to the SEC and (ii) the prior consent of HMDF, which consentshall not be unreasonably delayed or withheld.Section 7.2 Fulfillment of Conditions. From the date hereof to the Closing Date, TMshall use its commercially reasonable efforts to fulfill the conditions specified in Article IX tothe extent that the fulfillment of such conditions is within its control. The foregoing obligationincludes (a) the execution and delivery of documents necessary or desirable to consummate theTransactions, (b) engaging in a road show, at mutually agreed to times and places, to seek theapproval of the Transactions, and (c) taking or refraining from such actions as may be necessary tofulfill such conditions (including using its commercially reasonable efforts to conduct thebusiness of TM in such manner that on the Closing Date the representations and warranties of TMcontained herein shall be accurate as though then made).Section 7.3 Disclosure of Certain Matters. From the date hereof through the ClosingDate, TM shall give HMDF and the HMDF Shareholders prompt written notice of any event ordevelopment that occurs that (a) is of a nature that, individually or in the aggregate, would haveor reasonably be expected to have a Material Adverse Effect on TM, or (b) would require anyamendment or supplement to the Proxy Statement.Section 7.4 Regulatory and Other Authorizations; Notices and Consents. TM shall useits commercially reasonable efforts to obtain all authorizations, consents, orders and approvals ofall Governmental Authorities and officials that may be or become necessary for its execution anddelivery of, and the performance of its obligations pursuant to, this Agreement and the TransactionDocuments to which it is a party and will use commerciallyreasonable efforts to cooperate with HMDF in promptly seeking to obtain all suchauthorizations, consents, orders and approvals (and in such regard use commercially reasonableefforts to cause the relevant Government Authorities to permit HMDF and/or its counsel toparticipate in the conversation and correspondence with such Government Authorities together withTM counsel).Section 7.5 Exclusivity; No Other Negotiations.(a) TM shall not take (or authorize or permit any Representative retained by or acting for oron behalf of TM to take) directly or indirectly, any action to initiate, assist, solicit,negotiate, or encourage any offer, inquiry or proposal from any Person: (i) relating to theacquisition by TM of that Person (regardless of the structure of any such acquisitions) or anyaffiliate of that Person, or (ii) take any other action that is inconsistent with the Transactionsand that has the effect of avoiding the Closing contemplated hereby.
 
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(b) TM will immediately cease any and all existing activities, discussions or negotiationswith any parties conducted heretofore with respect to any of the actions set forth in Section7.5(a) above, if applicable. TM will promptly (i) notify the HMDF Parties if TM receives any suchproposal or inquiry or request for information in connection with such proposal and (ii) notify theHMDF Parties of the significant terms and conditions of any such proposal including the identity ofthe party making the proposal.Section 7.6 Related Tax. From the date hereof through the Closing Date, TM, consistentwith past practice, shall (i) duly and timely file all Tax Returns and other documents required tobe filed by it with applicable Governmental Authorities, the failure to file of which couldreasonably be expected to have a Material Adverse Effect on TM, subject to extensions permitted bylaw and properly granted by the appropriate authority; provided, that TM notifies HMDF that TM isavailing itself of such extensions, and (ii) pay all Tax shown as due on such Tax Returns.Section 7.7 Valid Issuance of TM Shares. At the Closing, the TM Shares to be issued tothe HMDF Shareholders hereunder will be duly authorized, validly issued, fully paid andnonassessable and, when issued and delivered in accordance with the terms hereof for theconsideration provided for herein, will be validly issued and will constitute a valid, binding andenforceable obligation of TM in accordance with their terms and will have been issued in compliancewith all applicable federal and state securities laws.**ARTICLE VIII****Additional Agreements and Covenants**Section 8.1 Disclosure Schedules . Each of Parties shall, as of the Closing Date, havethe obligation to supplement or amend their respective Disclosure Schedules being deliveredconcurrently with the execution ofthis Agreement and annexes and exhibits hereto with respect to any matter hereafter arising ordiscovered which resulted in, or could reasonably be expected to result in a Material AdverseEffect on such Party. The obligations of the Parties to amend or supplement their respectiveDisclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstandingany such amendment or supplementation, the representations and warranties of the Parties shall bemade with reference to the Disclosure Schedules as they exist at the time of execution of thisAgreement.Section 8.2 Confidentiality . Between the date hereof and the Closing Date, each ofTM, on the one hand, and the HMDF Parties, on the other hand, shall hold and shall cause theirrespective Representatives to hold in strict confidence, unless compelled to disclose by judicialor administrative process or by other requirements of law or by the rules and regulations of, orpursuant to any agreement of a stock exchange or trading system, all documents and informationconcerning the other Party furnished to it by such other Party or its Representatives in connectionwith the Transactions, except to the extent that such information can be shown to have been (a)previously known by the Party to which it was furnished, (b) in the public domain through no faultof such Party, or (c) later lawfully acquired by the Party to which it was furnished from othersources, which source is not a Representative of the other Party, and each Party shall not releaseor disclose such information to any other Person, except its Representatives in connection withthis Agreement. Each Party shall be deemed to have satisfied its obligations to hold confidentialinformation concerning or supplied by the other Party in connection with the Transactions, if itexercises the same care as it takes to preserve confidentiality for its own similar information.For the avoidance of doubt, any disclosure of information required to be included by TM or the HMDFParties in their respective filings with the SEC as required by the applicable laws will not beviolation of this Section 8.2.
 
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Section 8.3 Public Announcements . From the date of this Agreement until the Closingor termination of this Agreement, TM and each of the HMDF Entities shall cooperate in good faith tojointly prepare all press releases and public announcements pertaining to this Agreement and theTransactions governed by it, and none of the foregoing shall issue or otherwise make any publicannouncement or communication pertaining to this Agreement or the transaction without the priorconsent of TM (in the case of HMDF Entities) or any of the HMDF Entities (in the case of TM),except as required by Law or by the rules and regulations of, or pursuant to any agreement of, astock exchange or trading system. Each Party will not unreasonably withhold approval from theothers with respect to any press release or public announcement. If any Party determines with theadvice of counsel that it is required to make this Agreement and the terms of the transactionpublic or otherwise issue a press release or make public disclosure with respect thereto, it shallat a reasonable time before making any public disclosure, consult with the other Parties regardingsuch disclosure, seek such confidential treatment for such terms or portions of this Agreement orthe transaction as may be reasonably requested by the other Parties and disclose only suchinformation as is legally compelled to be disclosed. This provision will not apply tocommunications by any Party to its counsel, accountants and other professional advisors.Section 8.4 Board Composition.(a) For a period commencing on the Closing Date and ending not sooner than March 31, 2012 (orMarch 31, 2013 if the Earn-Out Shares applicable to FY2011 have not been issued and deliveredpursuant to Section 1.2(e)(i)-(ii) hereof), the Combined Board will consist of seven (7) persons.For a period commencing from the Closing Date until the next annual meeting of stockholders of theCompany, or until each director’s successor is elected and takes office, the Combined Board shallconsist of: (i) two (2) persons nominated by the TM Representatives (with each such person to havethe right to designate an alternate) and (ii) five (5) persons nominated by the HMDF Shareholders(at least three (3) of which shall be “independent directors” as such term is defined in Section803 of the AMEX Company Guide (the “***Independent Directors***”); provided, however, that, in the caseof clause (ii) above and in the case of clause (ii) above only, such clause may be amended,modified or terminated by the Company after the Closing Date with the consent of the majority ofthe Independent Directors then serving on the board of the directors of the Company.(b) Each of the HMDF Shareholders agrees, pursuant to the Voting Agreement, that, for a periodcommencing from the Closing Date and ending not sooner than March 31, 2011 (or March 31, 2013 ifthe Earn-Out Shares applicable to FY2011 have not been issued and delivered pursuant to Section1.2(e)(i)-(ii) hereof), they shall vote all TM Shares then owned by them in favor of the personsnominated by TM Representatives; it being understood that if there is any conflict between theterms of this Section 8.4 and the Voting Agreement (as amended, modified or supplemented inaccordance with its terms), the terms of the Voting Agreement will control.
 
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(c) The Combined Board shall, within sixty (60) days following the Closing, establish an auditcommittee consisting of not less than three (3) Independent Directors.Section 8.5 Fees and Expenses. Except as expressly provided in Article XI or ArticleXII, in the event there is no Closing of the Transactions contemplated by this Agreement, all feesand expenses incurred in connection with this Agreement shall be paid by the Party incurring suchfees or expenses.Section 8.6 Director and Officer Insurance . As soon as practicable after the datehereof, TM will file an application with a reputable insurance company seeking a tail liabilityinsurance policy (the “***Tail Policy***”) that will be paid for by the Company upon the Closing andcovering those Persons who are currently covered by TM’s directors and officers’ liabilityinsurance policy. The HMDF Shareholders shall use commercially reasonable efforts to cause theCompany to purchase (to the extent available in the market) the Tail Policy for the coverageavailable at a price of up to $200,000 with coverage in amount and scope at least as favorable tosuch Persons as TM’s existing coverage (or the maximum amount that may be purchased for up to$200,000, which Tail Policy shall continue for at least six (6) years following the Closing.Section 8.7 Estimates, Projections and Forecasts . Except as otherwise expressly set forth in this Agreement: TM acknowledges and agrees thatnone of the HMDF Parties is making or has made any representations or warranties whatsoever withrespect to any estimates, projections or other forecasts and plans (including the reasonableness ofthe assumptions underlying such estimates, projections or forecasts) regarding the HMDF Parties,their business or any other matters; and TM acknowledges and agrees that there are uncertaintiesinherent in attempting to make any estimates, projections or other forecasts and plans, that TM isfamiliar with such uncertainties, that TM is taking full responsibility for making its ownevaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans(including the reasonableness of the assumptions underlying such estimates, projections andforecasts), and that TM has no claim against the HMDF Parties or anyone else with respect thereto.**ARTICLE IX****Conditions to Closing**Section 9.1 HMDF Parties Conditions Precedent . The obligations of the HMDF Parties toenter into and complete the Closing are subject, at the option of the HMDF Parties, to thefulfillment on or prior to the Closing Date of the following conditions by TM, any one or more ofwhich may be waived by HMDF in writing.
 
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(a) *Representations and Covenants*. The representations and warranties of TM contained in thisAgreement (including the TM Disclosure Schedule) shall be true and correct in all material respects(except that those representations and warranties which are qualified by materiality, MaterialAdverse Effect or words of similar import shall be true and correct in all respects), in each case,on and as of the Closing Date, and TM shall have performed and complied in all material respectswith all covenants and agreements required by this Agreement to be performed or complied with by iton or prior to the Closing Date, and TM shall have delivered to HMDF a certificate, dated theClosing Date, to the foregoing effect.(b) *Litigation*. No action, suit or proceeding (i) shall have been instituted before any courtor governmental or regulatory body or instituted by any Governmental Authorities to restrain,modify or prevent the carrying out of the Transactions, or to seek damages or a discovery order inconnection with such Transactions, or (ii) which has would reasonably be expected to have, in thereasonable opinion of HMDF, a Material Adverse Effect on the HMDF Entities.(c) *No Material Adverse Change*. There shall not have been any occurrence, event, incident,action, failure to act, or transaction since December 31, 2008 which has had or is reasonablylikely to cause a Material Adverse Effect on TM.(d) *Filing of Proxy Statement*. TM shall have filed the definitive Proxy Statement with the SECand mailed it to TM’s stockholders.(e) *Approval by TM’s Stockholders*. This Agreement and the Transactions contemplated herebyshall have been approved by a majority of the issued and outstanding Common Stock, in accordancewith Section 253 of the DGCL and other applicable laws, and the aggregate number of shares ofPublicly Held Common Stock held by Public Stockholders who exercise their Conversion Rights withrespect to their Common Stock in accordance with the TM Constituent Instruments shall notconstitute thirty percent (30%) or more of the Publicly Held Common Stock.(f) *Notice to Trustee*. TM shall have, prior to the Closing, delivered to the trustee of theTrust Fund instructions to disburse on the Closing Date the monies in the Trust Fund in accordancewith the documents governing the Trust Fund.(g) *Resignations*. Effective as of the Closing, the directors and officers of TM who are notcontinuing directors and the officers of TM following the Closing will have resigned and the copiesof the resignation letters (each of which shall include a full release of any claims for past orfuture employment compensation) of such directors and officers shall have been delivered to HMDFupon the Closing.(h) *SEC Reports*. TM shall have filed all reports and other documents required to be filed byTM under the U.S. federal securities laws through the Closing Date.(i) *AMEX Quotation*. TM shall have maintained its status as a Company whose Common Stock and TMWarrants are quoted on the AMEX and no reason shall exist as to why such status shall not continueimmediately following the Closing.
 
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(j) *Secretary’s Certificate*. HMDF shall have received a certificate from TM, signed by itsSecretary certifying that the attached copies of the TM Constituent Instruments and resolutions ofthe TM Board approving the Agreement and the Transactions are all true, complete and correct andremain in full force and effect.(k) *Deliveries*. The deliveries required to be made by TM in Article II shall have been made byTM.(l) *Governmental Approval*. Each of the HMDF Entities shall have timely obtained from eachGovernmental Authority all approvals, waivers and consents, if any, necessary for consummation ofor in connection with this Agreement and the Transactions contemplated hereby, including suchapprovals, waivers and consents as may be required under PRC Laws.(m) *Available Working Capital*. Either (i) TM shall have sufficient cash and cash equivalentsupon the Closing to make the payments required pursuant to Sections 1.2(c) and 12.7 hereof (and anyand all other fees and expenses associated with the Transactions for the account of TM) and torepay, perform or satisfy any Permitted Financing (other than periodic interest payments) due byits terms within the thirty-six (36) months following the Closing, and shall have either anadditional approximately $10 million in cash and cash equivalents or binding commitments forPermitted Financing in such amount, or (ii) thePermitted Financing shall otherwise be committed by Closing on terms and conditionssatisfactory to the HMDF Parties in their reasonable discretion (regardless of the amounts of andvarious forms of financing contemplated by the definition of Permitted Financing herein orotherwise discussed between the TM Parties and the HMDF Parties prior or subsequent to the date ofthis Agreement) taking into account the future planned development of the Company after theClosing.(n) *Transaction Documents*. The Transaction Documents shall have been executed and delivered bythe Parties.(o) *Opinions*. HMDF shall have received the opinion of TM’s legal counsel in customary form andsubstance for transactions similar to the Transactions contemplated in this Agreement.(p) *Certificate of Good Standing*. HMDF shall have received a certificate of good standingunder the applicable Law of TM.(q) *Injunctions or Restraints on Conduct of Business*. No temporary restraining order,preliminary or permanent injunction or other order issued by any court of competent jurisdiction orother legal or regulatory restraint provision limiting or restricting TM’s conduct or operation ofthe business of TM following the Share Exchange shall be in effect, nor shall any proceedingbrought by an administrative agency or commission or other Governmental Authority, domestic orforeign, seeking the foregoing be pending.
 
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(r) *SEC Actions*. No formal or informal SEC investigation or proceeding shall have beeninitiated by the SEC against TM or any of its officers or directors.Section 9.2 TM Conditions Precedent . The obligations of TM to enter into and completethe Closing are subject, at the option of TM, to the fulfillment on or prior to the Closing Date ofthe following conditions by each of the HMDF Parties, any one or more of which may be waived by TMin writing:(a) *Representations and Covenants*. The representations and warranties of the HMDF Partiescontained in this Agreement (including the HMDF Disclosure Schedule) shall be true and correct inall material respects (except that those representations and warranties which are qualified bymateriality, Material Adverse Effect or words of similar import shall be true and correct in allrespects), in each case, on and as of the Closing Date, and each of the HMDF Parties shall haveperformed and complied in all material respects with all covenants and agreements required by thisAgreement to be performed or complied with by each of them on or prior to the Closing Date, and theHMDF Parties shall have delivered to TM a certificate, dated the Closing Date, to the foregoingeffect.(b) *Litigation*. No action, suit or proceeding (i) shall have been instituted before any courtor governmental or regulatory body or instituted by any Governmental Authorities to restrain,modify or prevent the carrying out of the Transactions, orto seek damages or a discovery order in connection with such Transactions, or (ii) which hasor may have, in the reasonable opinion of TM, a Material Adverse Effect on TM.(c) *No Material Adverse Change*. There shall not have been any occurrence, event, incident,action, failure to act, or transaction since December 31, 2008 which has had or is reasonablylikely to cause a Material Adverse Effect on any of the HMDF Entities.(d) *Approval by TM’s Stockholders*. This Agreement and the Transactions contemplated herebyshall have been approved by a majority of the issued and outstanding Common Stock, in accordancewith Section 253 of the DGCL and other applicable laws, and the aggregate number of shares ofPublicly Held Common Stock held by Public Stockholders who exercise their Conversion Rights withrespect to their Common Stock in accordance with the TM Constituent Instruments shall notconstitute thirty percent (30%) or more of the Publicly Held Common Stock.(e) *Delivery of HMDF Interim Financial Statements*. HMDF shall have furnished TM the HMDFFinancial Statements and HMDF Interim Financial Statements in accordance with the terms of thisAgreement, which financial statements shall have been prepared in accordance with U.S. GAAP appliedon a consistent basis throughout the period involved.(f) *Opinion*. TM shall have received the opinion of HMDF’s legal counsel in the PRC in thecustomary form and substance for Transactions similar to the transactions contemplated by thisAgreement.
 
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(g) *Officer’s Certificate*. TM shall have received a certificate from each of HMDF Partiessigned by an authorized officer or representative of such Party, respectively, certifying that theattached copies of each such Party’s constituent instruments and resolutions or other authorizingdocuments approving the Agreement and the Transactions are all true, complete and correct andremain in full force and effect.(h) *Certificate of Good Standing*. TM shall have received a certificate of good standing orequivalent under the applicable Law of each of HMDF, FF and each other HMDF Entity.(i) *Injunctions or Restraints on Conduct of Business*. No temporary restraining order,preliminary or permanent injunction or other order issued by any court of competent jurisdiction orother legal or regulatory restraint provision limiting or restricting any HMDF Entity’s conduct oroperation of the business of any of the HMDF Entities following the Share Exchange shall be ineffect, nor shall any proceeding brought by an administrative agency or commission or otherGovernmental Authority, domestic or foreign, seeking the foregoing be pending.(j) *Appointment of Chief Financial Officer*. HMDF shall have appointed a Chief FinancialOfficer that is mutually acceptable to HMDF and TM, acting reasonably.(k) *Expenses*. All amounts required to be paid pursuant to Section 12.7 shall have been paidin full.(l) *Deliveries*. All other deliveries required to be made by the HMDF Parties in Article IIshall have been made by them.(m) *Governmental Approval*. Each of the HMDF Entities and the HMDF Shareholders shall havetimely obtained from each Governmental Authority all approvals, waivers and consents, if any,necessary for consummation of or in connection with this Agreement and the Transactionscontemplated hereby, including such approvals, waivers and consents as may be required under PRCLaws.(n) *Transaction Documents*. The Transaction Documents shall have been executed and delivered bythe Parties.(o) *Investor Representation Letters*. The Investor Representation Letters shall have beenexecuted and delivered by each of HMDF Shareholders.(p) *SEC Actions*. No formal or informal SEC investigation or proceeding shall have beeninitiated or sent by the SEC against TM or any of its officers or directors.
 
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**ARTICLE X****Indemnification**Section 10.1 Survival . The representations and warranties of the Parties contained inthis Agreement, including the schedules and exhibits hereto, shall not survive the Closing;provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3,4.1(a), 4.2, 4.3, 4.7, 4.20 and 4.21 (the “***Basic Representations***”) shall survive the Closing for aperiod equal to any applicable statute of limitations. All of the covenants and obligations of theParties contained in this Agreement shall survive the Closing unless they expire sooner inaccordance with their terms. The term during which any representation, warranty, or covenantsurvives hereunder is referred to as the “***Survival Period***.” Anything herein to the contrarynotwithstanding, if written notice is properly given pursuant to this Article X with respect to anyalleged breach of a representation, warranty, covenant or agreement to which such Party is entitledto be indemnified hereunder prior to the expiration of such representation, warranty, covenant oragreement, such representation, warranty, covenant or agreement shall survive, with respect to thesubject matterof such written notice only, until the applicable claim is finally resolved in accordance withthe provisions of this Article X.Section 10.2 Indemnification by the HMDF Shareholders.(a) The HMDF Shareholders shall, subject to the terms hereof, severally (pro rata inproportion to their pre-Closing percentage ownership of the HMDF Shares) and not jointly indemnify,defend and hold harmless TM (which term, for the purposes of this Article X shall include any ofTM’s successors) and permitted assigns (the “***TM Indemnified Parties***”) from and against anyliabilities, loss, claims, damages, fines, penalties, expenses (including costs of investigationand defense and reasonable attorneys’ fees and court costs) (collectively, “***Damages***”) arising from:(i) any breach of any Basic Representation made by the HMDF Entities in this Agreement (includingthe HMDF Disclosure Schedule) or in any certificate delivered by the HMDF Entities pursuant to thisAgreement; (ii) any breach by any HMDF Entity of its covenants, agreements or obligations in thisAgreement to be performed or complied with by such HMDF Entity; (iii) any breach of any BasicRepresentation made by such HMDF Shareholder in this Agreement (including the HMDF DisclosureSchedule) or in any certificate delivered by such HMDF Shareholder pursuant to this Agreement; and(iv) any breach by such HMDF Shareholder of any of its covenants, agreements or obligations in thisAgreement to be performed or complied with by such HMDF Shareholder. Notwithstanding theforegoing, however, the representations, warranties, covenants and obligations contained in thisAgreement that relate specifically and solely to a particular HMDF Shareholder are the obligationsof that particular HMDF Shareholder only and the other HMDF Shareholders shall not be responsibletherefor.(b) The amount of any and all Damages suffered by TM Indemnified Parties shall be paid incash, or, at the option of the HMDF Shareholders, may be recovered by delivery of a specifiednumber of TM Shares owned by the HMDF Shareholders (the “***Returned Shares***”) for repurchase by TM onterms set forth in this Section 10.2(b). If TM suffers Damages and Damages are paid by the HMDFShareholders through the delivery of Returned Shares in lieu of a cash payment, then such ReturnedShares shall be cancelled. If the HMDF Shareholders opt to deliver Returned Shares instead of cashhereunder, the number of Returned Shares to be returned by the HMDF Shareholders shall be equal tothe aggregate amount of the indemnifiable Damages agreed to be paid by the HMDF Shareholders,divided by $8.00.
 
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(c) Pursuant to the provisions of this Article X, if any claim for indemnification is to bebrought against the HMDF Shareholders on behalf of or by right of TM, such claim shall bedetermined and approved by a committee of directors comprised of (i) all Independent Directors, and(ii) a director nominated by the TM Representatives, each as elected pursuant to Section 8.4(a)(the “***Independent Committee***”). Any settlement of any claim described in the immediately precedingsentence shall be determined and approved by the Independent Committee. Any determination orapproval of the Independent Committee made pursuant to the provisions of this Article X shall be bymajority vote.Section 10.3 Indemnification by TM.(a) The Company shall, subject to the terms hereof, indemnify, defend and hold harmless eachof the HMDF Parties and their respective successors and permitted assigns (the “***HMDF IndemnifiedParties***”) from and against any Damages arising from: (i) any breach of any Basic Representationmade by TM in this Agreement (including the TM Disclosure Schedule) hereof or in any certificatedelivered by TM pursuant to this Agreement; or (ii) any breach by TM of its covenants, agreementsor obligations in this Agreement to be performed or complied with by TM.(b) The amount of any and all Damages suffered by the HMDF Indemnified Parties shall be paidin cash or, at the option of the Company, newly issued TM Shares. The number of TM Shares to beissued to the HMDF Indemnified Parties shall be equal to the aggregate amount of the indemnifiableDamages agreed to be paid by the Company, divided by $8.00.Section 10.4 Limitations on Indemnity.(a) Notwithstanding any other provision in this Agreement to the contrary, the TM IndemnifiedParties shall not be entitled to indemnification pursuant to Section 10.2(a)(i) or 10.2(a)(iii),unless and until the aggregate amount of Damages to the TM Indemnified Parties with respect to suchmatters under Sections 10.2(a)(i) and (a)(iii) exceeds $1,000,000 (the “***Deductible***”), and then onlyto the extent such Damages exceed the Deductible; provided that the aggregate amount of Damagespayable by the HMDF Shareholders to the TM Indemnified Parties pursuant to Sections 10.2(a)(i) and10.2(a)(iii) shall not exceed $25,000,000 (the “***Cap***”) .(b) Notwithstanding any other provision in this Agreement to the contrary, the HMDF Partiesshall not be liable to, or indemnify the TM Indemnified Parties for any Damages (i) resulting fromany nonfulfillment or breach of any such representations, warranties, covenants, and obligations ofwhich HMDF disclosed to TM on or prior to the date hereof; or (ii) that are punitive (except to theextent constituting third party punitive claims), special, consequential, incidental, exemplary orotherwise not actual damages. This Article X constitutes TM’s sole and exclusive remedy for anyand all Damages or other claims relating to or arising from this Agreement and the transactionscontemplated hereby.
 
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(c) Notwithstanding any other provision in this Agreement to the contrary, no HMDF Party shallbe entitled to indemnification pursuant to Section 10.3, unless and until the aggregate amount ofDamages with respect to such matters under Section 10.3 exceeds the Deductible, and then only tothe extent such Damages exceed the Deductible; provided that the aggregate amount of Damagespayable by the Company to the HMDF Indemnified Parties pursuant to Section 10.3(a)(i) shall notexceed the Cap.(d) Notwithstanding any other provision in this Agreement to the contrary, the Company shallnot be liable to, or indemnify any HMDF Party for any Damages (i) resulting from any nonfulfillmentor breach of any such representations, warranties, covenants, and obligations of which TM disclosedto the HMDF Parties on or prior to the date hereof; or (ii) that are punitive (except to the extentconstituting third party punitive claims), special,consequential, incidental, exemplary or otherwise not actual damages. This Article Xconstitutes the HMDF Parties’ sole and exclusive remedy for any and all Damages or other claimsrelating to or arising from this Agreement and the transactions contemplated hereby.Section 10.5 Defense of Third Party Claims. If the Independent Committee determines tomake a claim for indemnification under Section 10.2 or any HMDF Party makes a claim forindemnification under Section 10.3 (each as applicable an “***Indemnitee***”), the Independent Committeeor such HMDF Party as applicable shall notify the indemnifying party (an “***Indemnitor***”) of the claimin writing promptly after receiving notice of any action, lawsuit, proceeding, investigation,demand or other claim against the Indemnitee (if by a third party), describing the claim, theamount thereof (if known and quantifiable) and the basis thereof in reasonable detail (such writtennotice, an “***Indemnification Notice***”). Any Indemnitor shall be entitled to participate in thedefense of such action, lawsuit, proceeding, investigation or other claim giving rise to anIndemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option shall beentitled to assume the defense thereof ; provided, that the Indemnitee shall be entitled toparticipate in the defense of such claim and to employ counsel of its choice for such purpose;provided, however, that the fees and expenses of such separate counsel shall be borne by theIndemnitee and shall not be recoverable from such Indemnitor under this Article X. If theIndemnitor shall control the defense of any such claim, the Indemnitor shall be entitled to settlesuch claims; provided, that the Indemnitor shall obtain the prior written consent of the Indemnitee(which consent shall not be unreasonably withheld, conditioned or delayed) before entering into anysettlement of a claim or ceasing to defend such claim if, such settlement does not expressly andunconditionally release the Indemnitee from all liabilities and obligations with respect to suchclaim. If the Indemnitor assumes such defense, the Indemnitor shall not be liable for any amountrequired to be paid by the Indemnitee that exceeds, where the Indemnitee has unreasonably withheldor delayed consent in connection with the proposed compromise or settlement of a third party claim,the amount for which that third party claim could have been settled pursuant to that proposedcompromise or settlement. In all cases, the Indemnitee shall provide its reasonable cooperationwith the Indemnitor in defense of claims or litigation, including by making employees, informationand documentation reasonably available. If the Indemnitor shall not assume the defense of any suchaction, lawsuit, proceeding, investigation or other claim, the Indemnitee may defend against suchmatter as it deems appropriate; provided that the Indemnitee may not settle any such matter withoutthe written consent of the Indemnitor (which consent shall not be unreasonably withheld,conditioned or delayed) if the Indemnitee is seeking or will seek indemnification hereunder withrespect to such matter.
 
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Section 10.6 Determining Damages. The amount of Damages subject to indemnificationunder Section 10.2 or Section 10.3 shall be calculated net of (i) any Tax Benefit inuring to theIndemnitee on account of such Damages, (ii) any reserves set forth in any of the HMDF FinancialStatements or the HMDF Interim Financial Statements relating to such Damages and (iii) anyinsurance proceeds or other amounts under indemnification agreements received or receivable by theIndemnitee on account of such Damages. If the Indemnitee receives a Tax Benefit on account of suchDamages after an indemnification payment is made to it, the Indemnitee shall promptly pay to thePerson orPersons that made such indemnification payment the amount of such Tax Benefit at such time ortimes as and to the extent that such Tax Benefit is realized by the Indemnitee. For purposeshereof, “***Tax Benefit***” shall mean any refund of Taxes to be paid or reduction in the amount of Taxeswhich otherwise would be paid by the Indemnitee, in each case computed at the highest marginal taxrates applicable to the recipient of such benefit. To the extent Damages are recoverable byinsurance, the Indemnitees shall take all commercially reasonable efforts to obtain maximumrecovery from such insurance. In the event that an insurance or other recovery is made by anyIndemnitee with respect to Damages for which any such Person has been indemnified hereunder, then arefund equal to the aggregate amount of the recovery shall be made promptly to the Person orPersons that provided such indemnity payments to such Indemnitee. The Indemnitors shall besubrogated to all rights of the Indemnitees in respect of Damages indemnified by the Indemnitors.The Indemnitees shall take all commercially reasonable efforts to mitigate all Damages upon andafter becoming aware of any event which could reasonably be expected to give rise to Damages. ForTax purposes, the Parties agree to treat all payments made under this Article X as adjustments tothe consideration received for the HMDF Shares.Section 10.7 Right of Setoff . To the extent that any Party is obligated to indemnifyany other Party after Closing under the provisions of this Article X for Damages reduced to amonetary amount, such Party after Closing shall have the right to decrease any amount due and owingor to be due and owing under any agreement with the other Party, whether under this Agreement orany other agreement between such Parties on the one hand, and any of the other Party or any oftheir respective Affiliates, Subsidiaries or controlled persons or entities on the other.Section 10.8 Limitation on Recourse; No Third Party Beneficiaries.(a) No claim shall be brought or maintained by any Party or its respective successors orpermitted assigns against any officer, director, partner, member, agent, representative, Affiliate,equity holder, successor or permitted assign of any Party which is not otherwise expresslyidentified as a Party, and no recourse shall be brought or granted against any of them, by virtueof or based upon any alleged misrepresentation or inaccuracy in or breach of any of therepresentations, warranties, covenants or obligations of any Party set forth or contained in thisAgreement or any exhibit or schedule hereto or any certificate delivered hereunder.
 
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(b) Except as set forth in Section 10.3, the provisions of this Article X are for the solebenefit of the Parties and nothing in this Article X, express or implied, is intended to or shallconfer upon any other Person any legal or equitable right, benefit or remedy of any naturewhatsoever under or by reason of this Article X (it being understood that only the IndependentCommittee and not TM, any Person acting on its behalf or any other Person, may exercise anyindemnity rights under Section 10.2 or any other provision of Article XIV).Section 10.9. Liquidated Damages. Notwithstanding any other provision in this Agreement to the contrary, in the event acommitted Permitted Financing contemplated by Section 9.1(m)(i) shall not have been consummated ator prior to the Closing and the amount of cash and cash equivalents owned by the Company at theClosing shall be less than approximately $10 million (after making the payments required pursuantto Sections 1.2(c) and 12.7 hereof (and any and all other fees and expenses associated with theTransactions for the account of TM) and to repay, perform or satisfy any Permitted Financing (otherthan periodic interest payments) due by its terms within the thirty-six (36) months following theClosing), then in the event the closing and funding of such Permitted Financing or any otherPermitted Financing that would have satisfied such condition had commitments therefor been in placeprior to the Closing does not take place for any reason by the sixtieth (60th) calendar dayfollowing the Closing, (i) the TM Representatives shall transfer the number of shares of CommonStock beneficially owned by them as of the Closing and held pursuant to existing escrowarrangements to the Company for no consideration and the Voting Agreement shall be of no furtherforce and effect with respect to such shares of Common Stock. The provisions of this Section 10.9are intended to compensate the HMDF Shareholders for the damages for which no reasonable estimatecan be made that will result from the lack of adequate financing for the Company after the Closing,in light of its future development, and are not intended as a penalty. At or prior to the Closing,the escrow arrangements pursuant to which the shares of Common Stock beneficially owned by the TMRepresentatives are held shall be modified accordingly to reflect the obligations of the TMRepresentatives under this Section 10.9.**ARTICLE XI****Termination**Section 11.1 Methods of Termination. Unless waived by the Parties hereto in writing,the Transactions may be terminated and/or abandoned at any time but not later than the Closing:(a) by mutual written consent of the Parties;(b) by the HMDF Parties, if the Closing has not occurred by the Termination Date;
 
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(c) by any HMDF Party, if there has been a breach by TM of any representation, warranty,covenant or agreement contained in this Agreement which has prevented the satisfaction of theconditions to the obligations of the HMDF Parties at the Closing under Section 9.1(a) and suchviolation or breach has not been waived by the HMDF Parties or cured by TM, to the extent capableof being cured, within ten (10) business days after written notice thereof from the HMDF Parties;(d) by TM, if there has been a breach by the HMDF Parties of any representation, warranty,covenant or agreement contained in this Agreement which has prevented the satisfaction of theconditions to the obligations of TM at the Closing under Section9.2(a) and such violation or breach has not been waived by TM or cured by the HMDF Parties, tothe extent capable of being cured, within ten (10) business days after written notice thereof fromTM;(e) by TM, if the actual HMDF FY2008 Net Income, as derived from the HMDF FinancialStatements, is less than $15,000,000;(f) by any HMDF Party, if the TM Board (or any committee thereof) shall have failed torecommend or shall have withdrawn its approval or recommendation of this Agreement and theTransactions; or(g) by either TM or the HMDF Parties, if, at the Stockholders’ Meeting (including anyadjournments thereof), this Agreement and the Share Exchange and payments contemplated hereby shallfail to be approved and adopted by the affirmative vote of holders of a majority of the outstandingCommon Stock cast at the meeting in accordance with TM Constituent Instruments and the DGCL or ifthe aggregate number of shares of Publicly Held Common Stock held by Public Stockholders whoexercise their Conversion Rights with respect to their Common Stock in accordance with the TMConstituent Instruments shall constitute thirty percent (30%) or more of the Publicly Held CommonStock.Section 11.2 Effect of Termination.(a) In the event of termination and abandonment by either TM, on the one hand, or the HMDFParties, on the other hand, or all of them, pursuant to Section 11.1 hereof, written notice thereofshall forthwith be given to the other Party, and except as set forth in this Article XI, allfurther obligations of the Parties shall terminate, no Party shall have any right against the otherParty hereto, and each Party shall bear its own costs and expenses.(b) If the Transactions contemplated by this Agreement are terminated and/or abandoned asprovided herein:(i) each Party hereto will destroy all documents, work papers and other material (andall copies thereof) of the other Party relating to the Transactions contemplated hereby,whether so obtained before or after the execution hereof, to the Party furnishing the same;and(ii) all confidential information received by either Party hereto with respect to the businessof the other Party hereto shall be treated in accordance with Section 8.2 hereof, which shallsurvive such termination or abandonment. The following other provisions shall survive terminationof this Agreement: Article X, Article XI and Article XII.
 
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**ARTICLE XII****Miscellaneous**Section 12.1 Notices . All notices, requests, claims, demands and other communications under this Agreement shallbe in writing and shall be deemed given upon receipt by the Parties at the addresses set forth onthe signature pages hereto (or at such other address for a Party as shall be specified in writingto all other Parties).Section 12.2 Amendments; Waivers; No Additional Consideration. No provision of thisAgreement may be waived or amended except in a written instrument signed by all of the Partieshereto. No waiver of any default with respect to any provision, condition or requirement of thisAgreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequentdefault or a waiver of any other provision, condition or requirement hereof, nor shall any delay oromission of any Party to exercise any right hereunder in any manner impair the exercise of any suchright.Section 12.3 No Fractional Shares . No certificates or scrip for any such fractionalshares shall be issued. Any holder of TM Shares who would otherwise be entitled to receive afraction of a TM Share on the Closing Date (after aggregating all fractional TM Shares issuable tosuch holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (roundedto the nearest whole cent), without interest, determined by multiplying such fraction by theclosing bid price of a TM Share on the AMEX, or such other public trading market on which TM Sharesmay be trading at such time, at the Closing Date.Section 12.4 Lost, Stolen or Destroyed Certificates . In the event any certificatesrepresenting the HMDF Shares or TM Shares shall have been lost, stolen or destroyed, HMDF or TM, asapplicable, shall issue in exchange for such lost, stolen or destroyed certificates upon the makingof an affidavit of that fact by the holder thereof, such HMDF Shares or TM Shares, as applicable;provided, however, that HMDF or TM, as applicable, may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificatesto deliver a bond in such sum as it may reasonably direct as indemnity against any claim that maybe made against HMDF or TM, as applicable, with respect to the certificates alleged to have beenlost, stolen or destroyed.Section 12.5 Adjustments to Initial Equity Payment . In addition to any adjustmentspursuant to Section 1.2(d), the Initial Equity Payment and the payment of any Earn-Out Shares shallbe adjusted to reflect appropriately the effect of any stock split, reverse stock split, stockdividend, extraordinary cash dividends, reorganization, recapitalization, reclassification,combination, exchange of shares or other like change with respect to TM Shares, occurring prior tothe date thereof.
 
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Section 12.6 Withholding Rights. TM shall be entitled to deduct and withhold from thenumber of TM Shares and any other consideration otherwise deliverable under this Agreement, suchamounts as TM reasonablydetermines are required to be deducted and withheld with respect to such delivery and paymentunder the Code or any provision of state, local, provincial or foreign tax law. To the extent thatany amounts are so withheld all appropriate evidence of such deduction and withholding, includingany receipts or forms required in order for the person with respect to whom such deduction andwithholding occurred to establish the deduction and withholding and payment to the appropriateauthority as being for its account with the appropriate authorities shall be delivered to thePerson with respect to whom such deduction and withholding has occurred, and such withheld amountsshall be treated for all purposes as having been delivered and paid to the Person otherwiseentitled to the TM Shares or such other consideration in respect of which such deduction andwithholding was made by TM. Notwithstanding the foregoing, TM, at its option, may require any suchamounts required to be deducted and withheld to be reimbursed in cash to TM prior to the issuanceof the TM Shares or such other consideration.Section 12.7 Expenses. The Company shall pay for and/or reimburse TM for all fees andExpenses (including the reasonable, documented fees and expenses of its counsel, advisors,consultants, auditors and other Representatives) incurred by TM in connection with or related tothis Agreement, the Transaction Documents and the Transactions contemplated hereby in amountsconsistent with the estimates provided by TM to HMDF prior to the date hereof.Section 12.8 Interpretation . The titles and subtitles used in this Agreement areused for convenience only and shall not be considered in the meaning or interpretation of thisAgreement. Except where the context clearly requires to the contrary or is otherwise stated: (i)when a reference is made in this Agreement to a Section, such reference shall be to a Section ofthis Agreement unless otherwise indicated; (ii) whenever the words “include,” “includes” or“including” are used in this Agreement, they shall be deemed to be followed by the words “withoutlimitation”; (iii) all pronouns contained in this Agreement, and any variations thereof, shall bedeemed to refer to the masculine, feminine or neutral, singular or plural, as applicable, as theidentity of any party may require; (iv) references to laws, regulations and other governmentalrules, as well as to contracts, agreements and other instruments, shall mean such rules andinstruments as in effect at the time of determination (taking into account any amendments theretoeffective at such time without regard to whether such amendments were enacted or adopted after theeffective date of this Agreement) and shall include all successor rules and instruments thereto;(v) references to “cash,” “$” or “dollars” shall mean the lawful currency of the United States;(vi) references to “RMB” shall mean the lawful currency of the PRC; (vii) references to “Federal”or “federal” shall be to laws, agencies or other attributes of the United States or other relevantnational government (and not to any State or locality thereof); and (viii) the meaning of the terms“domestic” and “foreign” shall be determined by reference to the United States.
 
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Section 12.9 Severability . If any term or other provision of this Agreement isinvalid, illegal or incapable of being enforced by any rule or Law, or public policy, all otherconditions and provisions of this Agreement shall nevertheless remain in full force and effect solong as the economic or legalsubstance of the Transactions is not affected in any manner materially adverse to any Party(it being understood that if any provision of Section 11.3 hereof is invalid, illegal or incapableof being enforced by any Law or public policy, it will be deemed to be a change to the economic andlegal substance of the Transactions that is materially adverse to the Parties and will entitleeither the HMDF Parties or TM to terminate the Agreement without penalty and none of the Partiesand their respective shareholders and Affiliates will have recourse against any other Parties).Upon such determination that any term or other provision is invalid, illegal or incapable of beingenforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect theoriginal intent of the Parties as closely as possible in an acceptable manner to the end thatTransactions are fulfilled to the extent possible.Section 12.10 Counterparts; Facsimile or Electronically Transmitted Execution. ThisAgreement may be executed in one or more counterparts, all of which shall be considered one and thesame agreement and shall become effective when one or more counterparts have been signed by each ofthe Parties and delivered to the other Parties. Facsimile or other electronically transmittedexecution and delivery of this Agreement is legal, valid and binding for all purposes.Section 12.11 Entire Agreement; Third Party Beneficiaries. This Agreement, takentogether with all Exhibits, Annexes and Schedules hereto (a) constitute the entire agreement, andsupersede all prior agreements and understandings, both written and oral, among the Parties withrespect to the Transactions and (b) are not intended to confer upon any Person other than theParties any rights or remedies.Section 12.12 Governing Law. This Agreement shall be governed by, and construed inaccordance with, the laws of the State of New York regardless of the laws that might otherwisegovern under applicable principles of conflicts of laws thereof.Section 12.13 Dispute Resolution.(a) All judicial proceedings brought against any Party hereto arising out of or relating tothis Agreement, the Transaction Documents or any respective obligations thereunder, may be broughtin any State court of competent jurisdiction in the State of New York, County of New York, or anyFederal court of competent jurisdiction in the Southern District of New York. By executing anddelivering this Agreement, each Party, for itself and in connection with its properties,irrevocably (i) accepts generally and unconditionally the nonexclusive jurisdiction and venue ofsuch courts, (ii) waives any defense of *forum non coveniens*, (iii) agrees that service of allprocess in any such proceeding in any such court may be made by registered or certified mail,return receipt requested, to such Party at its address provided in accordance with Section 12.1hereof or other address in the possession of the sending Party, (iv) agrees that service asprovided in clause (iii) above is sufficient to confer personal jurisdiction over such Party in anysuch proceeding in any such court, and otherwise constitutes effective and binding service in everyrespect and (v) agrees that the rights to serve process andbring proceedings provided above shall be in addition to any other rights to serve process inany other manner permitted by law and to bring proceedings in the courts of any other jurisdiction.
 
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(b) Waiver of Trial By Jury. EACH PARTY HERETO WAIVES THE RIGHT TO TRIAL BY JURY ANDREPRESENTS TO THE OTHER PARTIES THAT IT HAS REVIEWED THE FOREGOING WAIVER WITH ITS COUNSEL AND THATIT HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS RIGHT TO TRIAL BY JURY AFTER CONSULTATION WITH SUCHCOUNSEL.Section 12.14 Assignment. Neither this Agreement nor any of the rights, interests orobligations under this Agreement shall be assigned, in whole or in part, by operation of law orotherwise by any of the Parties without the prior written consent of the other Parties. Anypurported assignment without such consent shall be void. Subject to the preceding sentences, thisAgreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties andtheir respective successors and assigns.Section 12.15 Governing Language. This Agreement shall be governed and interpreted inaccordance with the English language.[Signature Page Follows]
 
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by theirrespective authorized signatories as of the date first indicated above.      **TM ENTERTAINMENT AND MEDIA, INC.**