DEED OF
NON-COMPETITION UNDERTAKING 


 


THIS DEED is entered into on 8 July
2011


 


BY


 


Ms. Haijuan Xu, whose address is
Room 802, Block D, Hairun International Apartments, Jiangtai Road, Chaoyang District, Beijing (the "Subject"),


 


IN FAVOUR OF 


 


Beijing Lianhe Chuangxiang Advertising
Co., Ltd. (北京联合创想广告有限公司)
(the "Company"), a limited liability company incorporated under the laws of the PRC and having its registered
office at Unit 1211-2, Great Wall Building, 22 Shijingshan Road, Shijingshan District, Beijing,
and beneficially controlled by Ms. Haijuan Xu;


 


AND


 


Strategy & Communications (Hong
Kong) Group Limited (策略及传播(香港)集团公司),
a company incorporated in Hong Kong and having its principal office at Unit 202, 2/F, Malaysia Building, 50 Gloucester Road, Wanchai,
Hong Kong (the "SCG").


 


WHEREAS:


 


A.          All
of the Company has or will be beneficially acquired by SCG pursuant to the set of agreements including Exclusive Consulting Services
Agreement, Equity Pledge Agreement, Letter of Authorisation, and Agreement for Exclusive Purchase Right, all being entered into
on 8 July 2011 between and among the Company, Haijuan Xu and SCG’s controlled affiliate (the "VIE Agreements").


 


B.           It
is a condition of the closing of the transactions contemplated by the VIE Agreements that the Subject execute and deliver this
Deed.


 


THIS DEED WITNESSES as follows:


 


		1.	Definitions. In this Deed the following words shall have the following meanings:



 


"Affiliates"
of a Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by,
or is under common Control with, such Person or, in the case of a natural Person, such Person’s spouse, parents and descendants
(whether by blood or adoption and including stepchildren);


 


"Client" means
an individual or entity to whom any member of the Company has provided any services or products in respect of the businesses of
the Company as at the date of this Deed or at any time during the Non-Compete Period;


 



    	 



    	 



    

 


"Control", "Controls",
"Controlled" (or any correlative term) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement
or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another
Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person;


 


"Group" means
the Company and SCG and any of their subsidiaries and Affiliates;


 


"Person" or
"Persons" means any natural person, corporation, company, association, partnership, organization, business, firm,
joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority;
and


 


"Subject’s Interest"
means any interest that the Subject holds or has held in the equity of the Company.


 


		2.	Non Competition. The Subject hereby agrees that she shall remain in her current position
within the Company for 5 years following this agreement, and (without the written consent of the Company and SCG) for the period
of ten (10) years from the later of the date hereof and the date the Subject is no longer employed by the Company (the "Relevant
Date") (the "Non-Compete Period"), neither she nor any of her Affiliates will:



 


		(a)	either on her own account or through any of her Affiliates, or in conjunction with or on behalf
of any other person, own or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee,
partner, agent or otherwise carry on any business in direct competition with the businesses of the Group or any of its Affiliates
as at the Relevant Date; and



 


		(b)	either on her own account or through any of her Affiliates
or in conjunction with or on behalf of any other Person, employ, solicit or entice away or attempt to employ, solicit or entice
away from any member of the Group or its Affiliates who is or shall have been at the date of or within twelve (12) months prior
to such cessation a director, officer, legal representative, manager or employee of the Group or any of its Affiliates whether
or not such person would commit a breach of contract by reason of leaving such employment.



 


		3.	Nonsolicitation of Clients. During the Non-Compete
Period, the Subject shall not, other than in connection with her employment with and for the benefit of SCG, directly or indirectly,
either individually or as a principal, partner, member, manager, agent, employee, employer, consultant, independent contractor,
stockholder, joint venturer or investor, or as a director or officer of any corporation, limited liability company, partnership
or other entity, or in any other manner or capacity whatsoever, 



 


		(a)	solicit or divert or attempt to solicit or divert from
the Group or any of its Affiliates any business with any Client;



 


		(b)	solicit or divert or attempt to solicit or divert from the Group any business with any person or
entity who was being solicited as a Client by the Group;



 


 



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		(c)	induce or cause, or attempt to induce or cause, any salesperson, supplier, vendor, representative,
independent contractor, broker, agent or other person transacting business with any member of the Group to terminate or modify
such relationship or association or to represent, distribute or sell services or products in competition with services or products
of the Group; or



 


		(d)	otherwise provide any services or products to any Client that are or have been provided by any
member of the Group.



 


		4.	Separate Obligations. Each and every obligation
under Clauses 2 and 3 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of
any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall
be deleted from Clauses 2 or 3 and any such deletion shall not affect the enforceability of all such parts of Clauses 2 and 3
as remain not so deleted.







		5.	Reasonableness. While the restrictions contained
in Clauses 2 and 3 are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions
of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any
of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection
of the interests of the Group but would be valid if part of the wording thereof were deleted or the periods thereof reduced or
the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as
may be necessary to make it valid and effective.



 


		6.	Equitable Relief. The Parties agree that Company’s
rights under this Deed are special and unique, and that any violation thereof by the Subject would not be adequately compensated
by money damages, and the Subject hereby grants to any relevant Person the right to specifically enforce (including injunctive
relief or analogous proceedings) the terms of this Deed. In any proceeding, in equity or law, the Subject specifically waives
any defense that there is an adequate remedy at law for any violations of the terms of this Deed.



 


		7.	Release. The Subject hereby irrevocably, unconditionally
and absolutely releases (i) the Company and SCG, (ii) the transferee of the Subject’s Interest and (iii) any subsequent
holder of title of any part of the Subject’s Interest, of any liabilities, past, present or future of any nature and howsoever
arising in connection with the transfer of the Subject’s Interest to any third party.



 


		8.	Governing Law and Jurisdiction. This Deed shall
be governed by and construed in accordance with the laws of Hong Kong and the parties hereby irrevocably submit to the non-exclusive
jurisdiction of the Hong Kong courts.



 


IN WITNESS WHEREOF this instrument
has been executed in three (3) copies and delivered as a deed by the Subject on day and year first above written.


 



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	SIGNED, SEALED AND DELIVERED	)	 
	By: /s/ Haijuan Xu	)	 
	in the presence of:	)	(seal)
	 	)	 
	 	)	 
	Signature of Witness	)	 
	 	)	 
	 	)	 
	Name of Witness	)	 
	 	)	 
	 	)	 
	 	)	 


  


	Beijing Lianhe Chuangxiang Advertising Co., Ltd.	 
	 	 	 
	By:	/s/ Haijuan Xu	 
	Authorised Signature	 
	 	 
	Strategy & Communications (Hong Kong) Group Limited

(策略及传播(香港)集团公司)	 
	 	 
	/s/ Qiang Wu	 
	Authorised Signature	 
	 	 


 



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