dvmg_8k-ex10x1.htm


    Exhibit
10.1

     

     

     

    AGREEMENT
AND PLAN OF MERGER

     

    AGREEMENT
AND PLAN OF MERGER (“Agreement”) made this 8th day of December, 2009 by and
among Golden Key International, Inc., a Delaware corporation (the “Parent”),
China New Media Corp. (the “Merger Sub”) wholly owned by the Parent, Hongkong
Fortune-Rich Investment Co., Limited, a Hong Kong corporation (the “Company”),
Chuk Chung Fuk, the sole shareholder of the Company, Dalian Guo-Heng Management
and Consultation Co., Ltd., (“Guo-Heng”) wholly owned by the Company, Dalian
Vastitude Media Group Co., Ltd (“V-Media”) and all its subsidiaries, and Guojun
Wang, Ming Ma, Shuangda Wang, Caiqin Wang, Yanjie Liu, Dejuan Zhou, Yi Tan,
Jingru Du, Zheng Wang, the shareholders of V-Media and its subsidiaries and the
beneficiaries to this Agreement (collectively, the “Sellers”).

     

    R E C I T
A L S:

     

    A.  The
respective Boards of Directors of the Parent and the Company have determined
that an acquisition of the Company by the Merger Sub and then the merger of the
Merger Sub with and into the Parent (the “Merger”), upon the terms and subject
to the conditions set forth in this Agreement, would be fair and in the best
interests of their respective shareholders, and such Boards of Directors have
approved such Merger, pursuant to which shares of Common Stock of the Company
(“Company Common Stock”) issued and outstanding immediately prior to the
Effective Time of the Merger (as defined in Section 1.03) and all securities
convertible or exchangeable into Company Common Stock (including by reservation
for future issuances) will be exchanged for the right to receive 96% of Common
Stock of the Parent (“Parent Common Stock”) other than Dissenting Shares (as
defined in Section 2.01(d)).

     

    B.  The
Parent, the Merger Sub and the Company desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger.

     

    C.  For
federal income tax purposes, the parties intend that the Merger shall qualify as
reorganization under the provisions of Section 368 of the Internal Revenue Code
of 1986, as amended (the “Code”).

     

    NOW,
THEREFORE, in consideration of the representations, warranties, covenants and
agreements contained in this Agreement, the parties agree as
follows:

     

     

    ARTICLE
I:

     

    THE
MERGER AND MERGER CONSIDERATION

     

     

    1.01            The Merger and
Consideration. Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with the Delaware General Corporation Law (the
“DGCL”), the Merger Sub shall acquire the Company and then shall be merged with
and into the Parent at the Effective Time of the Merger. The Company will become
a wholly owned subsidiary of the Parent upon which the Merger Sub shall no long
exist, and Parent’s name will change to the Merger Sub’s name, pursuant to
section 252 of the DGCL.  The Merger Sub shall issue to the Sellers
and their designees, (1) 10 shares or such number of shares of the common stock
of the Merger Sub which shall constitute no more than 10% ownership interest in
the Merger Sub and which shall be converted into approximately 26,397,933 shares
of the Parent Common Stock, and (2) 1,000,000 shares of Series A preferred
stock, in exchange for all the shares of the capital stock of the Company. Upon
the completion of the Merger, the Sellers and their designees shall own
approximately 96% of Parent Common Stock issued and outstanding. Form of the
certificate of designation of the Series A preferred stock is attached hereto as
Exhibit
A.

     

     

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    1.02            Closing. Unless this
Agreement shall have been terminated and the transactions herein contemplated
shall have been abandoned pursuant to Section 7.01 and subject to the
satisfaction or waiver of the conditions set forth in Article VI, the closing of
the Merger (the “Closing”) will take place at 10:00 a.m. on the business day
upon satisfaction of the conditions set forth in Article VI (or as soon as
practicable thereafter following satisfaction or waiver of the conditions set
forth in Article VI) (the “Closing Date”), at the offices of Troutman Sanders
LLP in New York, unless another date, time or place is agreed to in writing by
the parties hereto.

     

    1.03            Effective Time of
Merger. As soon as practicable following the satisfaction or waiver of
the conditions set forth in Article VI, the parties shall file articles of
merger (the “Articles of Merger”) executed in accordance with the relevant
provisions of the DGCL and shall make all other filings or recordings required
under the DGCL. The Merger shall become effective at such time as the
Certificate of Merger are duly filed with the Secretary of State of Delaware or
at such other time as is permissible in accordance with teh DGCL and as the
Parent and the Company shall agree should be specified in the Certificate of
Merger (the time the Merger becomes effective being the “Effective Time of the
Merger”). The Parent shall use reasonable efforts to have the Closing Date and
the Effective Time of the Merger to be the same day.

     

    1.04            Effects of the
Merger. The Merger shall have the effects set forth in the applicable
provisions of the DGCL.

     

    1.05            Articles of Incorporation;
Bylaws; Purposes.

     

    (a)  The
Certificate of Incorporation of the Parent in effect immediately prior to the
Effective Time of the Merger shall be the Certificate of Incorporation of the
Parent until thereafter changed or amended as provided therein or by applicable
law.

     

    (b)  The
Bylaws of the Parent in effect at the Effective Time of the Merger shall be the
Bylaws of the Parent until thereafter changed or amended as provided therein or
by applicable law.

     

     

     

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    (c)  The
purposes of the Parent and the total number of its authorized capital stock
shall be as set forth in the Certificate of Incorporation of the Parent in
effect immediately prior to the Effective Time of the Merger until such time as
such purposes and such number may be amended as provided in the Certificate of
Incorporation of the Parent and by applicable law.

     

    1.06            Directors. Robert
Blair and Guojum Wang shall be the directors of the Parent, and its subsidiary
at the Effective Time of the Merger. Mr. Wang’s appointment as a director shall
be effective until the earlier of his resignation or removal or until his
respective successor is duly elected and qualified, as the case may
be.

     

    1.07            Officers. The
officers of the Company at the Effective Time of the Merger shall be the
officers of the Parent and its subsidiary, until the earlier of their
resignation or removal or until their respective successors are duly elected and
qualified, as the case may be.

     

     

    ARTICLE
II:  

     

    EFFECT OF
THE MERGER ON THE CAPITAL STOCK

    OF THE
CONSTITUENT CORPORATIONS

     

     

    2.01            Effect on Capital
Stock. As of the Effective Time of the Merger, by virtue of the Merger
and without any action on the part of the holders of shares of Company Common
Stock or any shares of capital stock of the Merger Sub:

     

     

    (a)  Common
Stock of the Merger Sub. Each share of common stock of the Merger Sub issued and
outstanding immediately prior to the Effective Time of the Merger shall be
converted into shares of Parent Common Stock and shall be the issued and
outstanding capital stock of the Parent.

     

     

    (b)  Cancellation
of Parent-Owned Merger Sub Common Stock. Each share of Common Stock of the
Merger Sub that is owned by the Parent shall automatically be cancelled and
retired and shall cease to exist, and no Parent Common Stock or other
consideration shall be delivered or deliverable in exchange
therefor.

     

     

    (c)  Conversion
of Company Common Stock. Except as otherwise provided herein, each issued and
outstanding share of Company Merger Sub Common Stock shall be converted into
fully paid and nonassessable shares of Parent Common Stock in accordance with
the Exchange Ratio described in Section 2.02.

     

     

     

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    (d)      
Dissenting
Shares. Notwithstanding anything in this Agreement to the contrary, shares of
Company Common Stock issued and outstanding immediately prior to the Effective
Time of the Merger held by a holder (if any) who has the right to demand payment
for and an appraisal of such shares as provided under the DGCL, if applicable,
(“Dissenting Shares”) shall not be converted into a right to receive Merger
Consideration unless such holder fails to perfect or otherwise loses such
holder’s right to such payment or appraisal, if any. If, after the Effective
Time of the Merger, such holder fails to perfect or loses any such right to
appraisal, each such share of such holder shall be treated as a share that had
been converted as of the Effective Time of the Merger into the right to receive
Merger Consideration in accordance with this Section 2.01. The Company shall
give prompt notice to the Parent of any demands received by the Company for
appraisal of shares of Company Common Stock, and the Parent shall have the right
to participate in all negotiations and proceedings with respect to such demands.
The Company shall not, except with the prior written consent of the Parent, make
any payment with respect to, or settle or offer to settle, any such
demands.

     

    2.02            Exchange Ratio. The
“Exchange Ratio” is as follows: Each share of the common stock of the Merger Sub
shall be converted into shares of Parent Common Stock in the Merger, an Exchange
Ratio of 1: 2,750,000 Parent.

     

    2.03            Stock Warrants. At
the Effective Time of the Merger, there will be outstanding warrants to purchase
3,298,760 Parent Common Stock.

     

    The
Parent shall issue corresponding number of warrants in exchange of the warrants
issued by the Company with substantially the same terms.

     

    2.04            Exchange of
Certificates.

     

    (a)  Exchange
of Certificates. As soon as reasonably practicable as of or after the Effective
Time of the Merger, the Parent shall issue the Parent Shares, for the benefit of
the holders of shares of Company Common Stock, for exchange in accordance with
this Article II.

     

    (b)  Settlement
Date. The settlement date as set forth herein shall be such date which is six
months from the Effective Time of the Merger and the date of the resolution of
any Contests further to Section 8.03 herein.

     

    (c)  Exchange
Procedures. At the Effective Time of the Merger, each holder of an outstanding
certificate or certificates which prior thereto represented shares of Company
Common Stock shall, upon surrender of such certificate or certificates and
acceptance be entitled to a certificate or certificates representing the number
of shares of Parent Common Stock into which the aggregate number of shares of
Company Common Stock previously represented by such certificate or certificates
surrendered shall have been converted pursuant to this Agreement. The Company
shareholders shall accept such certificates upon compliance with such reasonable
terms and conditions to affect an orderly exchange thereof in accordance with
normal exchange practices. All shares of Company Common Stock shall be
surrendered at the Effective Time of the Merger. After the Effective Time of the
Merger, there shall be no further transfer on the records of the Company or its
transfer agent of certificates representing shares of Company Common Stock. If
any certificate for such Parent Common Stock is to be issued in a name other
than that in which the certificate for Company Common Stock surrendered for
exchange is registered, it shall be a condition of such exchange that the
certificate so surrendered shall be properly endorsed, with signature
guaranteed, or otherwise in proper form for transfer and that the person
requesting such exchange shall pay to the Parent or its transfer agent any
transfer or other taxes or other costs required by reason of the issuance of
certificates for such Parent Common Stock in a name other than that of the
registered holder of the certificate surrendered, or establish to the
satisfaction of the Parent or its transfer agent that all taxes have been
paid.

     

     

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    (d)  No
Further Ownership Rights in Company Common Stock. All shares of Parent Common
Stock issued upon the surrender for exchange of certificates representing shares
of Company Common Stock in accordance with the terms of this Article II shall be
deemed to have been issued (and paid) in full satisfaction of all rights
pertaining to the shares of Company Common Stock theretofore represented by such
certificates.

     

     

    (e)  No
Liability. None of the Parent, the Merger Sub, or the Company shall be liable to
any person in respect of any shares of Parent Common Stock (or dividends or
distributions with respect thereto) delivered to a public official pursuant to
any applicable abandoned property, escheat or similar law. All certificates
representing shares of Company Common Stock shall have been surrendered at the
Effective Time of the Merger.

     

     

    ARTICLE
III:

     

    REPRESENTATIONS
AND WARRANTIES

     

     

    3.01            Representations and
Warranties of the Company. Except as set forth in the Company Disclosure
Schedule delivered by the Company to the Parent at the time of execution of this
Agreement, the Company represents and warrants to the Parent and the Merger Sub
as follows:

     

     

    (a)  Organization,
Standing and Corporate Power. The Company is duly organized, validly existing
and in good standing under the laws of Hong Kong and has the requisite corporate
power and authority to carry on its business as now being conducted. The Company
is duly qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such qualification or licensing necessary, other than in
such jurisdictions where the failure to be so qualified or licensed
(individually or in the aggregate) would not have a material adverse effect (as
defined in Section 10.02) with respect to the Company.

     

     

    (b)  Subsidiaries.
The Company through various contracts as described in Schedule 3.01(b)
entered between Guo-Heng, the Company’s wholly owned subsidiary, and V-Media and
its subsidiaries, effectively controls V-Media and its subsidiaries,
corporations established and existing in China (collectively, “Company Subs”).
The contracts entered into between Guo-Heng, V-Media and its subsidiaries
effectively give the Company control over the Company Subs’ business and
management.  The contracts were validly entered into by the parties
and in compliance with relevant laws and regulations of the People’s Republic of
China, and all necessary approvals in connection with such contractual
agreements have been obtained.  The Company has no interest in any
other company, corporation, partnership, joint venture or otherwise other than
the Company Subs.

     

     

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    3.02            Capital
Structure. The authorized capital stock of the Company consists of 50,000,000
shares of Company Common Stock. There are 50,000,000 shares of Common Stock
outstanding, all of which are owned by Chuk Chung Fuk.  At the
Effective Time of the Merger, there will be outstanding warrants to purchase
3,298,760 Parent Common Stock. Except as set forth above, no shares of capital
stock or other equity securities of the Company are issued, reserved for
issuance or outstanding. All outstanding shares of capital stock of the Company
are duly authorized, validly issued, fully paid and nonassessable and not
subject to preemptive rights. There are no outstanding bonds, debentures, notes
or other indebtedness or other securities of the Company having the right to
vote (or convertible into, or exchangeable for, securities having the right to
vote) on any matters on which shareholders of the Company may vote. The Company
Disclosure Schedule sets forth the outstanding Capitalization of the Company.
Except as set forth above, there are no outstanding securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which the Company is a party or by which it is bound obligating
the Company to issue, deliver or sell, or cause to be issued, delivered or sold,
additional shares of capital stock or other equity or voting securities of the
Company or obligating the Company to issue, grant, extend or enter into any such
security, option, warrant, call, right, commitment, agreement, arrangement or
undertaking. There are no outstanding contractual obligations, commitments,
understandings or arrangements of the Company to repurchase, redeem or otherwise
acquire or make any payment in respect of any shares of capital stock of the
Company. There are no agreements or arrangements pursuant to which the Company
is or could be required to register shares of Company Common Stock or other
securities under the Securities Act of 1933, as amended (the “Securities Act”)
or other agreements or arrangements with or among any security holders of the
Company with respect to securities of the Company.

     

     

    (a)  Authority;
Noncontravention. The Company has the requisite corporate and other power and
authority to enter into this Agreement and to consummate the Merger. The
execution and delivery of this Agreement by the Company and the consummation by
the Company of the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of the Company. This Agreement has
been duly executed and delivered by the Company and constitutes a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms. The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated by this Agreement and compliance
with the provisions hereof will not, conflict with, or result in any breach or
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
or “put” right with respect to any obligation or to loss of a material benefit
under, or result in the creation of any lien upon any of the properties or
assets of the Company under, (i) the Articles of Incorporation or Bylaws of the
Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise or license
applicable to the Company, its properties or assets, or (iii) subject to the
governmental filings and other matters referred to in the following sentence,
any judgment, order, decree, statute, law, ordinance, rule, regulation or
arbitration award applicable to the Company, its properties or assets. No
consent, approval, order or authorization of, or registration, declaration or
filing with, or notice to, any federal, state or local government or any court,
administrative agency or commission or other governmental authority, agency,
domestic or foreign (a “Governmental Entity”), is required by or with respect to
the Company in connection with the execution and delivery of this Agreement by
the Company or the consummation by the Company of the transactions contemplated
hereby, except, with respect to this Agreement, for the filing of the
Certificate of Merger with the Secretary of State of Delaware.

     

     

     

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    (b)  Financial
Statements. (i) The Parent has received a copy of the audited consolidated
financial statements of the Company and Company Subs for the fiscal year ended
June 30, 2009 and 2008 and unaudited financial statements for the nine-months
ended June 30, 2009 and 2008 (collectively, the “Financial Statements”). The
Financial Statements fairly present the financial condition of the Company at
the dates indicated and its results of their operations and cash flows for the
periods then ended and, except as indicated therein, reflect all claims against,
debts and liabilities of the Company, fixed or contingent, and of whatever
nature. (ii) Since June 30, 2009 (the “Balance Sheet Date”), there has been no
material adverse change in the assets or liabilities, or in the business or
condition, financial or otherwise, or in the results of operations or prospects,
of the Company, whether as a result of any legislative or regulatory change,
revocation of any license or rights to do business, fire, explosion, accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God,
public force or otherwise and no material adverse change in the assets or
liabilities, or in the business or condition, financial or otherwise, or in the
results of operation or prospects, of the Company except in the ordinary course
of business. (iii) Since the Balance Sheet Date, the Company has not suffered
any damage, destruction or loss of physical property (whether or not covered by
insurance) affecting its condition (financial or otherwise) or operations
(present or prospective), nor has the Company issued, sold or otherwise disposed
of, or agreed to issue, sell or otherwise dispose of, any capital stock or any
other security of the Company and has not granted or agreed to grant any option,
warrant or other right to subscribe for or to purchase any capital stock or any
other security of the Company or has incurred or agreed to incur any
indebtedness for borrowed money.

     

     

    (c) Absence
of Certain Changes or Events. Since the Balance Sheet Date, the Company has
conducted its business only in the ordinary course consistent with past
practice, and there is not and has not been: (i) any material adverse change
with respect to the Company; (ii) any condition, event or occurrence which
individually or in the aggregate could reasonably be expected to have a material
adverse effect or give rise to a material adverse change with respect to the
Company; (iii) any event which, if it had taken place following the execution of
this Agreement, would not have been permitted by Section 4.01 without prior
consent of the Parent; or (iv) any condition, event or occurrence which could
reasonably be expected to prevent, hinder or materially delay the ability of the
Company to consummate the transactions contemplated by this
Agreement.

     

     

     

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    (d)  Litigation;
Labor Matters; Compliance with Laws.

     

    (i) There is
no suit, action or proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company or any basis for any
such suit, action, proceeding or investigation that, individually or in the
aggregate, could reasonably be expected to have a material adverse effect with
respect to the Company or prevent, hinder or materially delay the ability of the
Company to consummate the transactions contemplated by this Agreement, nor is
there any judgment, decree, injunction, rule or order of any Governmental Entity
or arbitrator outstanding against the Company having, or which, insofar as
reasonably could be foreseen by the Company, in the future could have, any such
effect.

     

    (ii) The
Company is not a party to, or bound by, any collective bargaining agreement,
contract or other agreement or understanding with a labor union or labor
organization, nor is it the subject of any proceeding asserting that it has
committed an unfair labor practice or seeking to compel it to bargain with any
labor organization as to wages or conditions of employment nor is there any
strike, work stoppage or other labor dispute involving it pending or, to its
knowledge, threatened, any of which could have a material adverse effect with
respect to the Company.

     

    (iii) The
conduct of the business of the Company complies with all statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees or arbitration awards
applicable thereto.

     

    (e)  Benefit
Plans. The Company is not a party to any collective bargaining agreement or any
bonus, pension, profit sharing, deferred compensation, incentive compensation,
stock ownership, stock purchase, phantom stock, retirement, vacation, severance,
disability, death benefit, hospitalization, medical or other plan, arrangement
or understanding (whether or not legally binding) under which the Company
currently has an obligation to provide benefits to any current or former
employee, officer or director of the Company (collectively, “Benefit
Plans”).

     

     

    (f)  Certain
Employee Payments. The Company is not a party to any employment agreement which
could result in the payment to any current, former or future director or
employee of the Company of any money or other property or rights or accelerate
or provide any other rights or benefits to any such employee or director as a
result of the transactions contemplated by this Agreement, whether or not (i)
such payment, acceleration or provision would constitute a “parachute payment”
(within the meaning of Section 280G of the Code), or (ii) some other subsequent
action or event would be required to cause such payment, acceleration or
provision to be triggered.

     

     

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    (g)  Tax
Returns and Tax Payments. The Company has timely filed all Tax Returns required
to be filed by it, has paid all Taxes shown thereon to be due and has provided
adequate reserves in its financial statements for any Taxes that have not been
paid, whether or not shown as being due on any returns. No material claim for
unpaid Taxes has been made or become a lien against the property of the Company
or is being asserted against the Company, no audit of any Tax Return of the
Company is being conducted by a tax authority, and no extension of the statute
of limitations on the assessment of any Taxes has been granted by the Company
and is currently in effect. As used herein, “taxes” shall mean all taxes of any
kind, including, without limitation, those on or measured by or referred to as
income, gross receipts, sales, use, ad valorem, franchise, profits, license,
withholding, payroll, employment, excise, severance, stamp, occupation, premium
value added, property or windfall profits taxes, customs, duties or similar
fees,, assessments or charges of any kind whatsoever, together with any interest
and any penalties, additions to tax or additional amounts imposed by any
governmental authority, domestic or foreign. As used herein, “Tax Return” shall
mean any return, report or statement required to be filed with any governmental
authority with respect to Taxes.

     

    (h)  Environmental
Matters. The Company is in compliance with all applicable Environmental Laws.
“Environmental Laws” means all applicable federal, state and local statutes,
rules, regulations, ordinances, orders, decrees and common law relating in any
manner to contamination, pollution or protection of human health or the
environment, and similar state laws.

     

    (i)  Material
Contract Defaults. The Company is not, or has not received any notice or has any
knowledge that any other party is, in default in any respect under any Material
Contract; and there has not occurred any event that with the lapse of time or
the giving of notice or both would constitute such a material default. For
purposes of this Agreement, a Material Contract means any contract, agreement or
commitment that is effective as of the Closing Date to which the Company is a
party (i) with expected receipts or expenditures in excess of $100,000, (ii)
requiring the Company to indemnify any person, (iii) granting exclusive rights
to any party, (iv) evidencing indebtedness for borrowed or loaned money in
excess of $100,000 or more, including guarantees of such indebtedness, or (v)
which, if breached by the Company in such a manner would (A) permit any other
party to cancel or terminate the same (with or without notice of passage of
time) or (B) provide a basis for any other party to claim money damages (either
individually or in the aggregate with all other such claims under that contract)
from the Company or (C) give rise to a right of acceleration of any material
obligation or loss of any material benefit under any such contract, agreement or
commitment.

     

     

     

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    (j)  Properties.
The Company has good, clear and marketable title to all the tangible properties
and tangible assets reflected in the latest balance sheet as being owned by the
Company or acquired after the date thereof which are, individually or in the
aggregate, material to the Company’s business (except properties sold or
otherwise disposed of since the date thereof in the ordinary course of
business), free and clear of all material liens.

     

    (k)  Trademarks
and Related Contracts. To the knowledge of the Company:

     

    (i)  As used
in this Agreement, the term “Trademarks” means trademarks, service marks, trade
names, Internet domain names, designs, slogans, and general intangibles of like
nature; the term “Trade Secrets” means technology; trade secrets and other
confidential information, know-how, proprietary processes, formulae, algorithms,
models, and methodologies; the term “Intellectual Property” means patents,
copyrights, Trademarks, applications for any of the foregoing, and Trade
Secrets; the term “Company License Agreements” means any license agreements
granting any right to use or practice any rights under any Intellectual Property
(except for such agreements for off-the-shelf products that are generally
available or less than $25,000), and any written settlements relating to any
Intellectual Property, to which the Company is a party or otherwise bound; and
the term “Software” means any and all computer programs, including any and all
software implementations of algorithms, models and methodologies, whether in
source code or object code.

     

     

    (ii)  To the
knowledge of the Company, none of the Company’s Intellectual Property or Company
License Agreements infringe upon the rights of any third party that may give
rise to a cause of action or claim against the Company or its
successors.

     

     

    (l)  Board
Recommendation. The Board of Directors of the Company has unanimously determined
that the terms of the Merger are fair to and in the best interests of the
shareholders of the Company and recommended that the holders of the shares of
Company Common Stock approve the Merger.

     

     

    (m)  Required
Company Vote. The affirmative vote of a majority of the shares of each of the
Company Common Stock is the only vote of the holders of any class or series of
the Company’s securities necessary to approve the Merger (the “Company
Shareholder Approval”).

     

     

    3.03            Representations and
Warranties of Company Subs. Except as set forth in the Company Disclosure
Schedule delivered by the Company to the Parent at the time of execution of this
Agreement, the Company and the Shareholders, jointly and severally, each
represents and warrants to the Parent and the Merger Sub as
follows:

     

     

     

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    (a)  Organization,
Standing and Corporate Power. Company Subs are duly organized, validly existing
and in good standing under the laws of the People’s Republic of China and has
the requisite corporate power and authority to carry on its business as now
being conducted. Company Subs are duly qualified or licensed to do business and
are in good standing in each jurisdiction in which the nature of their business
or the ownership or leasing of their properties makes such qualification or
licensing necessary, other than in such jurisdictions where the failure to be so
qualified or licensed (individually or in the aggregate) would not have a
material adverse effect (as defined in Section 10.02) with respect to Company
Subs.

     

    (b)  Subsidiaries:
Guo-heng is 100% owned by the Company and shall remain wholly owned subsidiary
of the Company following the Merger. The contracts entered into between
Guo-Heng, V-Media and its subsidiaries effectively give the Company control over
the V-Media and its subsidiaries’ business and management.

     

    (c)  Capital
Structure. Except as set forth in the Financial Statements, no shares of capital
stock or other equity securities of Company Subs are issued, reserved for
issuance or outstanding. All outstanding equity ownership interest in Company
Subs are duly authorized, validly issued, fully paid and nonassessable and not
subject to preemptive rights. There are no outstanding bonds, debentures, notes
or other indebtedness or other securities of Company Subs having the right to
vote (or convertible into, or exchangeable for, securities having the right to
vote) on any matters on which shareholders of Company Subs may vote. The Company
Disclosure Schedule sets forth the outstanding Capitalization of Company Subs.
Except as set forth above, there are no outstanding securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which Company Subs are a party or by which they are bound
obligating Company Subs to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other equity or voting
securities of Company Subs or obligating Company Subs to issue, grant, extend or
enter into any such security, option, warrant, call, right, commitment,
agreement, arrangement or undertaking. There are no outstanding contractual
obligations, commitments, understandings or arrangements of Company Subs to
repurchase, redeem or otherwise acquire or make any payment in respect of any
shares of capital stock of Company Subs. There are no agreements or arrangements
pursuant to which Company Subs are or could be required to register shares of
Company Common Stock or other securities under the Securities Act of 1933, as
amended (the “Securities Act”) or other agreements or arrangements with or among
any security holders of Company Subs with respect to securities of Company
Subs.

     

    (d)  Authority;
Noncontravention. Each of the Company Subs has the requisite corporate and other
power and authority to enter into this Agreement and to make the representations
contained herein. This Agreement has been duly executed and delivered by Company
Subs and constitutes a valid and binding obligation of Company Subs, enforceable
against Company Subs in accordance with its terms. The execution and delivery of
this Agreement do not, and the consummation of the transactions contemplated by
this Agreement and compliance with the provisions hereof will not, conflict
with, or result in any breach or violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of or “put” right with respect to any obligation or
to loss of a material benefit under, or result in the creation of any lien upon
any of the properties or assets of Company Subs under, (i) the Articles of
Incorporation or Bylaws of Company Subs, (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise or license applicable to Company Subs, its properties or
assets, or (iii) subject to the governmental filings and other matters referred
to in the following sentence, any judgment, order, decree, statute, law,
ordinance, rule, regulation or arbitration award applicable to Company Subs,
their properties or assets. No consent, approval, order or authorization of, or
registration, declaration or filing with, or notice to, any federal, state or
local government or any court, administrative agency or commission or other
governmental authority, agency, domestic or foreign (a “Governmental Entity”),
is required by or with respect to Company Subs in connection with the execution
and delivery of this Agreement by Company Subs or the consummation by Company
Subs of the transactions contemplated hereby, except, as set forth in the
Company Disclosure Schedule.

     

     

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    (e)  Absence
of Certain Changes or Events. Since the Balance Sheet Date, other than the
ownership interest transfer to the Company, if applicable, each of the Company
Subs has conducted its business only in the ordinary course consistent with past
practice, and there is not and has not been: (i) any material adverse change
with respect to Company Subs; (ii) any condition, event or occurrence which
individually or in the aggregate could reasonably be expected to have a material
adverse effect or give rise to a material adverse change with respect to Company
Subs; (iii) any event which, if it had taken place following the execution of
this Agreement, would not have been permitted by Section 4.01 without prior
consent of the Parent; or (iv) any condition, event or occurrence which could
reasonably be expected to prevent, hinder or materially delay the ability of
Company Subs to consummate the transactions contemplated by this
Agreement.

     

    (f)  Litigation;
Labor Matters; Compliance with Laws.

     

    (i)  There is
no suit, action or proceeding or investigation pending or, to the knowledge of
Company Subs, threatened against or affecting Company Subs or any basis for any
such suit, action, proceeding or investigation that, individually or in the
aggregate, could reasonably be expected to have a material adverse effect with
respect to Company Subs or prevent, hinder or materially delay the ability of
Company Subs to consummate the transactions contemplated by this Agreement, nor
is there any judgment, decree, injunction, rule or order of any Governmental
Entity or arbitrator outstanding against Company Subs having, or which, insofar
as reasonably could be foreseen by Company Subs, in the future could have, any
such effect.

     

    (ii)  None of
the Company Subs is a party to, or bound by, any collective bargaining
agreement, contract or other agreement or understanding with a labor union or
labor organization, nor is any the subject of any proceeding asserting that it
has committed an unfair labor practice or seeking to compel it to bargain with
any labor organization as to wages or conditions of employment nor is there any
strike, work stoppage or other labor dispute involving it pending or, to its
knowledge, threatened, any of which could have a material adverse effect with
respect to Company Subs.

     

    (iii)  The
conduct of the business of Company Subs complies with all statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees or arbitration awards
applicable thereto.

     

     

     

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    (g)  Benefit
Plans. None of the Company Subs is a party to any collective bargaining
agreement or any bonus, pension, profit sharing, deferred compensation,
incentive compensation, stock ownership, stock purchase, phantom stock,
retirement, vacation, severance, disability, death benefit, hospitalization,
medical or other plan, arrangement or understanding (whether or not legally
binding) under which it currently has an obligation to provide benefits to any
current or former employee, officer or director of Company Subs (collectively,
“Benefit Plans”).

     

    (h)  Certain
Employee Payments. None of the Company Subs is a party to any employment
agreement which could result in the payment to any current, former or future
director or employee of Company Subs of any money or other property or rights or
accelerate or provide any other rights or benefits to any such employee or
director as a result of the transactions contemplated by this Agreement, whether
or not (i) such payment, acceleration or provision would constitute a “parachute
payment” (within the meaning of Section 280G of the Code), or (ii) some other
subsequent action or event would be required to cause such payment, acceleration
or provision to be triggered.

     

    (i)  Tax
Returns and Tax Payments. Each of the Company Subs has timely filed all Tax
Returns required to be filed by it, has paid all Taxes shown thereon to be due
and has provided adequate reserves in its financial statements for any Taxes
that have not been paid, whether or not shown as being due on any returns. No
material claim for unpaid Taxes has been made or become a lien against the
property of Company Subs or is being asserted against Company Subs, no audit of
any Tax Return of Company Subs is being conducted by a tax authority, and no
extension of the statute of limitations on the assessment of any Taxes has been
granted by Company Subs and is currently in effect. As used herein, “taxes”
shall mean all taxes of any kind, including, without limitation, those on or
measured by or referred to as income, gross receipts, sales, use, ad valorem,
franchise, profits, license, withholding, payroll, employment, excise,
severance, stamp, occupation, premium value added, property or windfall profits
taxes, customs, duties or similar fees,, assessments or charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts imposed by any governmental authority, domestic or foreign.
As used herein, “Tax Return” shall mean any return, report or statement required
to be filed with any governmental authority with respect to Taxes.

     

    (j)  Environmental
Matters. Each of the Company Subs is in material compliance with all applicable
Environmental Laws. “Environmental Laws” means all applicable federal, state and
local statutes, rules, regulations, ordinances, orders, decrees and common law
relating in any manner to contamination, pollution or protection of human health
or the environment, and similar state laws.

     

     

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    (k)  Material
Contract Defaults. None of the Company Subs is, nor have they received any
notice or has any knowledge that any other party is, in default in any respect
under any Material Contract; and there has not occurred any event that with the
lapse of time or the giving of notice or both would constitute such a material
default. For purposes of this Agreement, a Material Contract means any contract,
agreement or commitment that is effective as of the Closing Date to which
Company Subs is a party (i) with expected receipts or expenditures in excess of
$100,000, (ii) requiring Company Subs to indemnify any person, (iii) granting
exclusive rights to any party, (iv) evidencing indebtedness for borrowed or
loaned money in excess of $100,000 or more, including guarantees of such
indebtedness, or (v) which, if breached by Company Subs in such a manner would
(A) permit any other party to cancel or terminate the same (with or without
notice of passage of time) or (B) provide a basis for any other party to claim
money damages (either individually or in the aggregate with all other such
claims under that contract) from Company Subs or (C) give rise to a right of
acceleration of any material obligation or loss of any material benefit under
any such contract, agreement or commitment.

     

    (l)  Properties.
Each of the Company Subs has good, clear and marketable title to all the
tangible properties and tangible assets reflected in the latest balance sheet as
being owned by Company Subs or acquired after the date thereof which are,
individually or in the aggregate, material to Company Subs’s business (except
properties sold or otherwise disposed of since the date thereof in the ordinary
course of business), free and clear of all material liens.

     

    (m)  Trademarks
and Related Contracts. To the knowledge of Company Subs:

     

    (i)  As used
in this Agreement, the term “Trademarks” means trademarks, service marks, trade
names, Internet domain names, designs, slogans, and general intangibles of like
nature; the term “Trade Secrets” means technology; trade secrets and other
confidential information, know- how, proprietary processes, formulae,
algorithms, models, and methodologies; the term “Intellectual Property” means
patents, copyrights, Trademarks, applications for any of the foregoing, and
Trade Secrets; the term “Company License Agreements” means any license
agreements granting any right to use or practice any rights under any
Intellectual Property (except for such agreements for off-the-shelf products
that are generally available or less than $25,000), and any written settlements
relating to any Intellectual Property, to which Company Subs is a party or
otherwise bound; and the term “Software” means any and all computer programs,
including any and all software implementations of algorithms, models and
methodologies, whether in source code or object code.

     

    (ii)  To the
knowledge of Company Subs, none of Company Subs’s Intellectual Property or
Company License Agreements infringe materially upon the rights of any third
party that may give rise to a cause of action or claim against Company Subs or
their successors.

     

     

     

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    3.04            Representations and
Warranties of the Parent and the Merger Sub. Except as
set forth in the disclosure schedule delivered by the Parent to the Company at
the time of execution of this Agreement (the “Parent Disclosure Schedule”), the
Parent and the Merger Sub represent and warrant to the Company as
follows:

     

    (a)  Organization,
Standing and Corporate Power. Each of the Parent, the Merger Sub and the other
Parent Subsidiaries (as defined in Section 3.03(b)) is (or at Closing will be)
duly organized, validly existing and in good standing under the laws of the
State of Delaware, as is applicable, and has the requisite corporate power and
authority to carry on its business as now being conducted. Each of the Parent,
the Merger Sub and the other Parent Subsidiaries is duly qualified or licensed
to do business and is in good standing in each jurisdiction in which the nature
of its business or the ownership or leasing of its properties makes such
qualification or licensing necessary, other than in such jurisdictions where the
failure to be so qualified or licensed (individually or in the aggregate) would
not have a material adverse effect with respect to the Parent.

     

    (b)  Subsidiaries.
The Parent has one subsidiary: Merger Sub, which is
a Delaware corporation incorporated in November 18, 2009. All the outstanding
shares of capital stock of each such entity which is a corporation have been
validly issued and are fully paid and nonassessable and, except as set forth in
the Parent Disclosure Schedule, are owned (of record and beneficially) by the
Parent, free and clear of all Liens. Except for the capital stock of its
subsidiaries, which are corporations, the Parent does not own, directly or
indirectly, any capital stock or other ownership interest in any corporation,
partnership, business association, joint venture or other entity.

     

    (c)  Capital
Structure. As of the date of this Agreement, the authorized capital stock of the
Parent consists of 80,000,000 shares of Parent Common Stock, $0.0001 par value,
and 20,000,000 shares of preferred stock at $0.0001 par value, of which
approximately 10,862,067 shares of Parent Common Stock will be issued and
outstanding as of the date of this Agreement and no shares of Parent Common
Stock are issuable upon the exercise of outstanding warrants, convertible notes,
and options and otherwise.  Except as set forth above, no shares of
capital stock or other equity securities of the Parent are issued, reserved for
issuance or outstanding. All outstanding shares of capital stock of the Parent
are, and all shares which may be issued pursuant to this Agreement will be, when
issued, duly authorized, validly issued, fully paid and nonassessable, not
subject to preemptive rights, and issued in compliance with all applicable state
and federal laws concerning the issuance of securities. There are no outstanding
bonds, debentures, notes or other indebtedness or other securities of the Parent
having the right to vote (or convertible into, or exchangeable for, securities
having the right to vote) on any matters on which shareholders of the Parent may
vote. Except as set forth above, there are no outstanding securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which the Parent or any of its subsidiaries is a party or by
which any of them is bound obligating the Parent or any its subsidiaries to
issue, deliver or sell, or cause to be issued, delivered or sold, additional
shares of capital stock or other equity securities of the Parent or any of its
subsidiaries or obligating the Parent or any of its subsidiaries to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock or other equity securities of the Parent or any of its
subsidiaries or obligating the Parent or any of its subsidiaries to issue,
grant, extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking. There are no outstanding
contractual obligations, commitments, understandings or arrangements of the
Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or
make any payment in respect of any shares of capital stock of the Parent or any
of its subsidiaries.

     

     

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    (d)  Authority;
Noncontravention. The Parent and subsidiaries have all requisite corporate
authority to enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery of this Agreement by
the Parent and the Merger Sub and the consummation by the Parent and the Merger
Sub of the transactions contemplated by this Agreement have been (or at Closing
will have been) duly authorized by all necessary corporate action on the part of
the Parent and the Merger Sub. This Agreement has been duly executed and
delivered by and constitutes a valid and binding obligation of each of the
Parent and the Merger Sub, enforceable against each such party in accordance
with its terms. The execution and delivery of this agreement do not, and the
consummation of the transactions contemplated by this Agreement and compliance
with the provisions of this Agreement will not, conflict with, or result in any
breach or violation of, or default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancellation or
acceleration of or “put” right with respect to any obligation or to loss of a
material benefit under, or result in the creation of any lien upon any of the
properties or assets of the Parent or any of its subsidiaries under, (i) the
articles of incorporation or bylaws of the Parent or the Merger Sub or the
comparable charter or organizational documents of any other subsidiary of the
Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise or license
applicable to the Parent, the Merger Sub or any other subsidiary of the Parent
or their respective properties or assets, or (iii) subject to the governmental
filings and other matters referred to in the following sentence, any judgment,
order, decree, statute, law, ordinance, rule, regulation or arbitration award
applicable to the Parent, the Merger Sub or any other subsidiary of the Parent
or their respective properties or assets, other than, in the case of clauses
(ii) and (iii), any such conflicts, breaches, violations, defaults, rights,
losses or liens that individually or in the aggregate could not have a material
adverse effect with respect to the Parent or could not prevent, hinder or
materially delay the ability of the Parent to consummate the transactions
contemplated by this Agreement. No consent, approval, order or authorization of,
or registration, declaration or filing with, or notice to, any Governmental
Entity is required by or with respect to the Parent, the Merger Sub or any other
subsidiary of the Parent in connection with the execution and delivery of this
Agreement by the Parent or the Merger Sub or the consummation by the Parent or
the Merger Sub, as the case may be, of any of the transactions contemplated by
this Agreement, except for the filing of the Certificate of Merger with the
Secretary of State of Delaware, as required, and such other consents, approvals,
orders, authorizations, registrations, declarations, states.

     

     

     

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    (e)  SEC
Documents; Undisclosed Liabilities. The Parent has filed all reports, schedules,
forms, statements and other documents as required by the Securities and Exchange
Commission (the “SEC”) and the Parent has delivered or made available to the
Company all reports, schedules, forms, statements and other documents filed with
the SEC (collectively, and in each case including all exhibits and schedules
thereto and documents incorporated by reference therein, the “Parent SEC
Documents”). As of their respective dates, the Parent SEC Documents complied in
all material respects with the requirements of the Securities Act or the
Securities Exchange Act of 1934, as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to such Parent SEC
documents, and none of the Parent SEC Documents (including any and all
consolidated financial statements included therein) as of such date contained
any untrue statement of a material fact or omitted to state a material 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 extent revised or superseded by a subsequent filing
with the SEC (a copy of which has been provided to the Company prior to the date
of this Agreement), none of the Parent SEC Documents, to the knowledge of the
Parent’s management, contains any untrue statement of a material fact or omits
to state any material fact or omitted to state a material 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. The consolidated
financial statements of the Parent included in such Parent SEC Documents comply
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with generally accepted accounting principles (except, in
the case of unaudited consolidated quarterly statements, as permitted by Form
10-Q of the SEC) applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto) and fairly present the
consolidated financial position of the Parent and its consolidated subsidiaries
as of the dates thereof and the consolidated results of operations and changes
in cash flows for the periods then ended (subject, in the case of unaudited
quarterly statements, to normal year-end audit adjustments as determined by
Parent’s independent accountants). Except as set forth in the Parent SEC
Documents, at the date of the most recent audited financial statements of the
Parent included in the Parent SEC Documents, neither the Parent nor any of its
subsidiaries had, and since such date neither the Parent nor any of such
subsidiaries has incurred, any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) which, individually or in the
aggregate, could reasonably be expected to have a material adverse effect with
respect to the Parent.  As of the Closing Date, the Parent has no
liabilities or obligations of any nature (whether accrued, absolute, contingent
or otherwise).

     

    (f) Absence
of Certain Changes or Events. Except as disclosed in the Parent SEC Documents,
since the date of the most recent financial statements included in the Parent
SEC Documents, the Parent has conducted its business only in the ordinary course
consistent with past practice in light of its current business circumstances,
and there is not and has not been: (i) any material adverse change with respect
to the Parent; (ii) any condition, event or occurrence which, individually or in
the aggregate, could reasonably be expected to have a material adverse effect or
give rise to a material adverse change with respect to the Parent; (iii) any
event which, if it had taken place following the execution of this Agreement,
would not have been permitted by Section 4.02 without the prior consent of the
Company; or (iv) any condition, event or occurrence which could reasonably be
expected to prevent, hinder or materially delay the ability of the Parent to
consummate the transactions contemplated by this Agreement.

     

     

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    (g)  Interim
Operations of the Merger Sub. The Merger Sub was formed solely for the purpose
of engaging in the transactions contemplated hereby, has (or will have) engaged
in no other business activities and has (or will have) conducted its operations
only as contemplated hereby.

     

    (h)  Litigation;
Labor Matters; Compliance with Laws.

     

    (i)  There is
no suit, action or proceeding or investigation pending or, to the knowledge of
the Parent, threatened against or affecting the Parent or any basis for any such
suit, action, proceeding or investigation that, individually or in the
aggregate, could reasonably be expected to have a material adverse effect with
respect to the Parent or prevent, hinder or materially delay the ability of the
Parent to consummate the transactions contemplated by this Agreement, nor is
there any judgment, decree, injunction, rule or order of any Governmental Entity
or arbitrator outstanding against the Parent having, or which, insofar as
reasonably could be foreseen by the Parent, in the future could have, any such
effect.

     

    (ii)  The
Parent is not a party to, or bound by, any collective bargaining agreement,
contract or other agreement or understanding with a labor union or labor
organization, nor is it the subject of any proceeding asserting that it has
committed an unfair labor practice or seeking to compel it to bargain with any
labor organization as to wages or conditions of employment nor is there any
strike, work stoppage or other labor dispute involving it pending or, to its
knowledge, threatened, any of which could have a material adverse effect with
respect to the Parent.

     

    (iii)  The
conduct of the business of the Parent complies with all statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees or arbitration awards
applicable thereto.

     

    (i)  Benefit
Plans. The Parent is not a party to any Benefit Plan under which the Parent
currently has an obligation to provide benefits to any current or former
employee, officer or director of the Parent.

     

    (j)  Certain
Employee Payments. The Parent is not a party to any employment agreement which
could result in the payment to any current, former or future director or
employee of the Parent of any money or other property or rights or accelerate or
provide any other rights or benefits to any such employee or director as a
result of the transactions contemplated by this Agreement, whether or not (i)
such payment, acceleration or provision would constitute a “parachute payment”
(within the meaning of Section 280G of the Code), or (ii) some other subsequent
action or event would be required to cause such payment, acceleration or
provision to be triggered.

     

     

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    (k)  Tax
Returns and Tax Payments. The Parent has timely filed all Tax Returns required
to be filed by it, has paid all Taxes shown thereon to be due and has provided
adequate reserves in its financial statements for any Taxes that have not been
paid, whether or not shown as being due on any returns. No material claim for
unpaid Taxes has been made or become a lien against the property of the Parent
or is being asserted against the Parent, no audit of any Tax Return of the
Parent is being conducted by a tax authority, and no extension of the statute of
limitations on the assessment of any Taxes has been granted by the Parent and is
currently in effect.

     

    (l)  Environmental
Matters. The Parent is in material compliance with all applicable Environmental
Laws.

     

    (m)  Material
Contract Defaults. The Parent is not, or has not, received any notice or has any
knowledge that any other party is, in default in any respect under any Material
Contract; and there has not occurred any event that with the lapse of time or
the giving of notice or both would constitute such a material default. For
purposes of this Agreement, a Material Contract means any contract, agreement or
commitment that is effective as of the Closing Date to which the Parent is a
party (i) with expected receipts or expenditures in excess of $10,000, (ii)
requiring the Parent to indemnify any person, (iii) granting exclusive rights to
any party, (iv) evidencing indebtedness for borrowed or loaned money in excess
of $10,000 or more, including guarantees of such indebtedness, or (v) which, if
breached by the Parent in such a manner would (A) permit any other party to
cancel or terminate the same (with or without notice of passage of time) or (B)
provide a basis for any other party to claim money damages (either individually
or in the aggregate with all other such claims under that contract) from the
Parent or (C) give rise to a right of acceleration of any material obligation or
loss of any material benefit under any such contract, agreement or
commitment.

     

    (n)  Properties.
The Parent has good, clear and marketable title to all the tangible properties
and tangible assets reflected in the latest balance sheet as being owned by the
Parent or acquired after the date thereof which are, individually or in the
aggregate, material to the Parent’s business (except properties sold or
otherwise disposed of since the date thereof in the ordinary course of
business), free and clear of all material liens.

     

    (o)  Trademarks
and Related Contracts. The Parent does not hold any Trademarks, Trade Secrets,
or Intellectual Property, and is not party to any license agreements regarding
such.

     

    (p)  Board
Recommendation. The Board of Directors of the Parent has unanimously determined
that the terms of the Merger are fair to and in the best interests of the
shareholders of the Parent.

     

     

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    (q)  Split-Off.  Immediately
after and iin conjunction with the consummation of the Merger, the Parent shall
transferred all of the outstanding capital of its subsidiary Deep Rooted, Inc.
(“Deep Rooted”) to one of its shareholders, Norm Blair (“Blair”), in exchange
for the cancellation of 9,760,000 shares of the Parent’s common stock (the
“Split-Off”) so that the only material assets of the Parent following the
Split-Off will be the ownership of the Merger Sub, and thereafter, the prior
shareholders of Parent shall have 1,102,067 shares of Parent Common
Stock.  Mr. Blair shall assume all existing and future liabilities
arising from or associated with or related to the existing operation of the Deep
Rooted so that the Parent and the newly merged entity shall not be liable for
any such liabilities.

     

    (r)  Liabilities.  The
Parent and the Merger Sub guarantee that the Company and the Sellers are free
from any and all claims, liabilities or obligations of any nature (absolute,
accrued, contingent or otherwise) from the operations of the Parent and any of
its subsidiaries on and prior to the date hereof.  The foregoing
representation and warranty of the Parent and the Merger Sub under this Section
3.03(r) shall survive and remain in full force and effect for the two years
following the Effective Time of the Merger.

     

    (s)  The
Parent and the Merger Sub guarantee that prior to the consummation of the Merger
all outstanding Parent Common Stock purchase rights, options, and warrants shall
be cancelled (the “Cancellation”).  The Parent will file a Form 8-K
with the SEC regarding such Cancellation.

     

     

    ARTICLE
IV:

     

    COVENANTS
RELATING TO

    CONDUCT
OF BUSINESS PRIOR TO MERGER

     

     

    4.01            Conduct of the Company and
the Parent. From the date of this Agreement and until the Effective Time
of the Merger, or until the prior termination of this Agreement, the Company and
the Parent, shall not, unless mutually agreed to in writing:

     

    (a)  engage in
any transaction, except in the normal and ordinary course of business, or create
or suffer to exist any Lien or other encumbrance upon any of their respective
assets or which will not be discharged in full prior to the Effective Time of
the Merger;

     

    (b)  sell,
assign or otherwise transfer any of their assets, or cancel or compromise any
debts or claims relating to their assets, other than for fair value, in the
ordinary course of business, and consistent with past practice;

     

     

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    (c)  fail to
use reasonable efforts to preserve intact their present business organizations,
keep available the services of their employees and preserve its material
relationships with customers, suppliers, licensors, licensees, distributors and
others, to the end that its good will and on­going business not be impaired
prior to the Effective Time of the Merger;

     

     

    (d)  except
for matters related to complaints by former employees related to wages, suffer
or permit any material adverse change to occur with respect to the Company and
the Parent or their business or assets; or

     

     

    (e)  Make any
material change with respect to their business in accounting or bookkeeping
methods, principles or practices, except as required by GAAP.

     

     

    ARTICLE
V:

     

    ADDITIONAL
AGREEMENTS

     

    5.01            Access to Information;
Confidentiality.

     

    (a)  The
Company shall, and shall cause its officers, employees, counsel, financial
advisors and other representatives to, afford to the Parent and its
representatives reasonable access during normal business hours during the period
prior to the Effective Time of the Merger to its and to Company Subs’
properties, books, contracts, commitments, personnel and records and, during
such period, the Company shall, and shall cause its and Company Subs’ officers,
employees and representatives to, furnish promptly to the Parent all information
concerning their respective business, properties, financial condition,
operations and personnel as such other party may from time to time reasonably
request. For the purposes of determining the accuracy of the representations and
warranties of the Parent and the Merger Sub set forth herein and compliance by
the Parent and the Merger Sub of their respective obligations hereunder, during
the period prior to the Effective Time of the Merger, the Parent shall provide
the Company and its representatives with reasonable access during normal
business hours to its and Merger Sub’s properties, books, contracts,
commitments, personnel and records as may be necessary to enable the Company to
confirm the accuracy of the representations and warranties of the Parent and the
Merger Sub set forth herein and compliance by the Parent and the Merger Sub of
their obligations hereunder, and, during such period, the Parent shall, and
shall cause its subsidiaries, officers, employees and representatives to,
furnish promptly to the Company upon its request (i) a copy of each report,
schedule, registration statement and other document filed by it during such
period pursuant to the requirements of federal or state securities laws and (ii)
all other information concerning its business, properties, financial condition,
operations and personnel as such other party may from time to time reasonably
request. Except as required by law, each of the Company, the Merger Sub, and the
Parent will hold, and will cause its respective directors, officers, employees,
accountants, counsel, financial advisors and other representatives and
affiliates to hold, any nonpublic information in confidence.

     

    (b)  No
investigation pursuant to this Section 5.01 shall affect any representations or
warranties of the parties herein or the conditions to the obligations of the
parties hereto.

     

     

     

    21

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.02            Best Efforts. Upon
the terms and subject to the conditions set forth in this Agreement, each of the
parties agrees to use its best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other parties in doing, all things necessary, proper or advisable to consummate
and make effective, in the most expeditious manner practicable, the Merger and
the other transactions contemplated by this Agreement. The Parent, the Merger
Sub and the Company will use their best efforts and cooperate with one another
(i) in promptly determining whether any filings are required to be made or
consents, approvals, waivers, permits or authorizations are required to be
obtained (or, which if not obtained, would result in an event of default,
termination or acceleration of any agreement or any put right under any
agreement) under any applicable law or regulation or from any governmental
authorities or third parties, including parties to loan agreements or other debt
instruments and including such consents, approvals, waivers, permits or
authorizations as may be required to transfer the assets and related liabilities
of the Company to the Merger Sub in promptly making any such filings, in
furnishing information required in connection therewith and in timely seeking to
obtain any such consents, approvals, permits or authorizations and (ii) in
facilitating each other’s due diligence investigations. The Parent and the
Company shall mutually cooperate in order to facilitate the achievement of the
benefits reasonably anticipated from the Merger.

     

    5.03            Public Announcements.
The Parent and the Merger Sub, on the one hand, and the Company, on the other
hand, will consult with each other before issuing, and provide each other the
opportunity to review and comment upon, any press release or other public
statements with respect to the transactions contemplated by this Agreement and
shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable law or court
process. The parties agree that the initial press release or releases to be
issued with respect to the transactions contemplated by this Agreement shall be
mutually agreed upon prior to the issuance thereof. Notwithstanding the
foregoing, Company may disclose the contemplated Merger in letters to the
Company’s optionees for purposes of fulfilling the Company’s obligations under
the Company Option Plan to the said optionees.

     

    5.04            Expenses. All costs
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such
expenses.

     

    5.05            Directorships. Upon
the Effective Time of the Merger, all officers of the Parent shall have resigned
and the Parent shall have taken all action to cause Guojun Wang to be elected to
its Board of Directors as Chairman of the Board and its officers to consist of
the following: Mr. Guojun Wang as CEO, Ming Ma as President, Hongwen Liu as CFO,
Wei Wang as COO, and Feng Wan as CTO.

     

     

     

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    5.06            No Solicitation.
Except as previously agreed to in writing by the other party, neither the
Company or the Parent shall authorize or permit any of its officers, directors,
agents, representatives, or advisors to (a) solicit, initiate or encourage or
take any action to facilitate the submission of inquiries, proposals or offers
from any person relating to any matter concerning any merger, consolidation,
business combination, recapitalization or similar transaction involving the
Company or the Parent, respectively, other than the transaction contemplated by
this Agreement or any other transaction the consummation of which would or could
reasonably be expected to impede, interfere with, prevent or delay the Merger or
which would or could be expected to dilute the benefits to the Company of the
transactions contemplated hereby. The Company or the Parent will immediately
cease and cause to be terminated any existing activities, discussions and
negotiations with any parties conducted heretofore with respect to any of the
foregoing.

     

    5.07            Change of Fiscal
Year. The Parent shall take action to change its fiscal year to end on
June 30.

     

     

    ARTICLE
VI:

     

    CONDITIONS
PRECEDENT

     

     

    6.01            Conditions to Each Party’s
Obligation to Effect the Merger. The respective obligation of each party
to effect the Merger is subject to the satisfaction or waiver on or prior to the
Closing Date of the following conditions:

     

    (a)  Opinions
of Counsel. Execution and delivery of the following: to the Company, an opinion
of counsel from the Parent’s legal counsel that the terms, conditions and
structure of this Merger satisfy Delaware law.

     

    (b)  No
Injunctions or Restraints. No temporary restraining order, preliminary or
permanent injunction or other order issued by any court of competent
jurisdiction or other legal restraint or prohibition preventing the consummation
of the Merger shall be in effect.

     

    (c)  No
Dissent. Holders of no more than five percent (5%) of the Merger Sub’s Common
Stock shall have dissented to the Merger.

     

    (d)  Auditor
Letter.   Auditor’s
bring down letter or officer certificate in case that auditor’s bring down
letter is not available, confirming that both Parrent and Merger Sub have
no debt/obligation owed as of closing or the  cancellation of all
liabilities of the Parent and its subsidiaries.

     

    (e)  Deliverables
of Parent.  Parent shall deliver to the Sellers the
following:

     

    (i)  the
minute books of the Parent and any of its subsidiaries, including its corporate
seals, unissued stock certificates, stock registers, Certificate of
Incorporation, bylaws and corporate minutes;

     

     

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    (ii)  information
on any bank accounts of the Parent and any of its subsidiaries and confirmation
of the cancellation of such bank accounts;

     

     

    (iii)     copies of
any material contracts of the Parent and any of its subsidiaries;

     

     

    (iv)     a
certificate respecting the good standing of the Parent from the Secretary of
State of Delaware; and

     

     

    (v)      a
certificate respecting the good standing of the Merger Sub from the Secretary of
State of Delaware.

     

     

    6.02            Conditions to Obligations of
the Parent and the Merger Sub. The obligations of the Parent and the
Merger Sub to effect the Merger are further subject to the following
conditions:

     

     

    (a)  Representations
and Warranties. The representations and warranties of the Company and Company
Subs set forth in this Agreement shall be true and correct in all material
respects, in each case as of the date of this Agreement and as of the Closing
Date as though made on and as of the Closing Date. The Parent shall have
received a certificate signed on behalf of the Company by the president of the
Company to such effect.

     

     

    (b)  Performance
of Obligations of the Company. The Company and Company Subs shall have performed
the obligations required to be performed by them under this Agreement at or
prior to the Closing Date (except for such failures to perform as have not had
or could not reasonably be expected, either individually or in the aggregate, to
have a material adverse effect with respect to the Company or adversely affect
the ability of the Company to consummate the transactions herein contemplated or
perform its obligations hereunder), and the Parent shall have received a
certificate signed on behalf of the Company by the president of the Company to
such effect.

     

     

    (c)  Consents,
etc. The Parent shall have received evidence, in form and substance reasonably
satisfactory to it, that such licenses, permits, consents, approvals,
authorizations, qualifications and orders of governmental authorities and other
third parties as necessary in connection with the transactions contemplated
hereby have been obtained.

     

     

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    (d)  No
Litigation. There shall not be pending or threatened by any Governmental Entity
any suit, action or proceeding (or by any other person any suit, action or
proceeding which has a reasonable likelihood of success), (i) challenging or
seeking to restrain or prohibit the consummation of the Merger or any of the
other transactions contemplated by this Agreement or seeking to obtain from the
Parent or any of its subsidiaries any damages that are material in relation to
the Parent and its subsidiaries taken as a whole, (ii) seeking to prohibit or
limit the ownership or operation by the Company, the Parent or any of its
subsidiaries of any material portion of the business or assets of the Company,
the Parent or any of its subsidiaries, or to dispose of or hold separate any
material portion of the business or assets of the Company, the Parent or any of
its subsidiaries, as a result of the Merger or any of the other transactions
contemplated by this Agreement, (iii) seeking to impose limitations on the
ability of the Parent or Merger Sub to acquire or hold, or exercise full rights
of ownership of, any shares of Company Common Stock or Common Stock of the
Surviving Corporation, including, without limitation, the right to vote the
Company Common Stock or Common Stock of the Surviving Corporation on all matters
properly presented to the shareholders of the Company or the Surviving
Corporation, respectively, or (iv) seeking to prohibit the Parent or any of its
subsidiaries from effectively controlling in any material respect the business
or operations of the Company.

     

    (e)  Due
Diligence Investigation. The Parent shall be satisfied with the results of its
due diligence investigation of the Company and Company Subs in its sole and
absolute discretion.

     

    (f)  The
Company shall file a Form 8-K with the SEC within four business days of the
Closing Date of the Merger containing information about the Merger and Pro Forma
financial statements of the Parent and the Company and audited financial
statements of the Company as required by Regulation S-K. Such Form 8-K shall be
in form and substance acceptable to Parent and its counsel prior to
Closing.


    
                      
(g)     Immediately after and in conjunction with the
consummation of the Merger, the Parent shall transfer all of the outstanding
capital of its subsidiary Deep Rooted, Inc. (“Deep Rooted”) to one of its
shareholders, Norm Blair (“Blair”), in exchange for the cancellation of
9,760,000 shares of the Parent’s common stock (the “Split-Off”) so that the only
material assets of the Parent following the Split-Off will be the ownership of
the Merger Sub, and thereafter, the prior shareholders of Parent shall have
1,102,067 shares of Parent Common Stock.  Mr. Blair shall assume all
existing and future liabilities arising from or associated with or related to
the existing operation of the Deep Rooted so that the Parent and the newly
merged entity shall not be liable for any such liabilities.

    

     

     

    6.03            Conditions to Obligation of
the Company. The obligation of the Company to effect the Merger is
further subject to the following conditions:

     

    (a)  Representations
and Warranties. The representations and warranties of the Parent and the Merger
Sub set forth in this Agreement shall be true and correct in all material
respects, in each case as of the date of this Agreement and as of the Closing
Date as though made on and as of the Closing Date. The Company shall have
received a certificate signed on behalf of the Parent by the president of the
Parent to such effect.

     

    (b)  Performance
of Obligations of the Parent and the Merger Sub. The Parent and the Merger Sub
shall have performed the obligations required to be performed by them under this
Agreement at or prior to the Closing Date (except for such failures to perform
as have not had or could not reasonably be expected, either individually or in
the aggregate, to have a material adverse effect with respect to the Parent or
adversely affect the ability of the Parent to consummate the transactions herein
contemplated or perform its obligations hereunder), and the Company shall have
received a certificate signed on behalf of the Parent by the president of the
Parent to such effect.

     

     

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    (c)  No
Litigation. There shall not be pending or threatened any suit, action or
proceeding before any court, Governmental Entity or authority (i) pertaining to
the transactions contemplated by this Agreement or (ii) seeking to prohibit or
limit the ownership or operation by the Company, the Parent or any of its
subsidiaries, or to dispose of or hold separate any material portion of the
business or assets of the Company, the Parent or of its any
subsidiaries.

     

    (d)  Consents,
etc. The Company shall have received evidence, in form and substance reasonably
satisfactory to it, that such licenses, permits, consents, approvals,
authorizations, qualifications and orders of governmental authorities and other
third parties as necessary in connection with the transactions contemplated
hereby have been obtained.

     

    (e)  Filing of
Merger Agreement. The Parent shall have filed or will promptly file after the
Closing Date in the office of the Secretary of State or other office of each
jurisdiction in which such filings are required for the Merger to become
effective.

     

    (f)  Resignations.
The Parent shall deliver to the Company written resignations of all of the
officers of the Parent and evidence of election of those new directors and
officers as further described in Section 5.06 herein.

     

    (g)           Rule
14f-1. The Parent shall file with the SEC and mail to its shareholders of record
an information statement prepared in accordance with SEC Rule 14f-1, containing
information about the change of directors of the board, among other
things.

     

    (h)           8-K.
The Post Merger Company shall file a Form 8-K with the SEC within four days of
the closing of the Merger containing audited financial statements of the Company
as required by Regulation S-K.

     

    ARTICLE
VII:

     

    TERMINATION,
AMENDMENT AND WAIVER

     

     

    7.01            Termination. This
Agreement may be terminated and abandoned at any time prior to the Effective
Time of the Merger:

     

    (a)  by mutual
written consent of the Parent and the Company;

     

     

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    (b)  by either
the Parent or the Company if any Governmental Entity shall have issued an order,
decree or ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the Merger and such order, decree, ruling or other action
shall have become final and nonappealable;

     

     

    (c)  by either
the Parent or the Company if the Merger shall not have been consummated on or
before _____, 2009 (other than as a result of the failure of the party seeking
to terminate this Agreement to perform its obligations under this Agreement
required to be performed at or prior to the Effective Time of the
Merger);

     

     

    (d)  by the
Parent, if a material adverse change shall have occurred relative to the
Company;

     

     

    (e)  by the
Parent, if the Company willfully fails to perform in any material respect any of
its material obligations under this Agreement; or

     

     

    (f)  by the
Company, if the Parent or the Merger Sub willfully fails to perform in any
material respect any of their respective obligations under this
Agreement.

     

     

    7.02            Effect of
Termination. In the event of termination of this Agreement by either the
Company or the Parent as provided in Section 7.01, this Agreement shall
forthwith become void and have no effect, without any liability or obligation on
the part of the Parent, the Merger Sub or the Company, other than the provisions
of the last sentence of Section 5.01(a) and this Section 7.02. Nothing contained
in this Section shall relieve any party for any breach of the representations,
warranties, covenants or agreements set forth in this Agreement.

     

    7.03            Amendment. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties.

     

    7.04            Extension; Waiver.
Subject to Section 7.0 1(c), at any time prior to the Effective Time of the
Merger, the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement, or (c) waive compliance with any
of the agreements or conditions contained in this Agreement. Any agreement on
the part of a party to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party. The failure of
any party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.

     

     

     

    27

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.05            Procedure for Termination,
Amendment, Extension or Waiver. A termination of this Agreement pursuant
to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an
extension or waiver of this Agreement pursuant to Section 7.04 shall, in order
to be effective, require in the case of the Parent, the Merger Sub or the
Company, action by its Board of Directors.

     

     

    7.06            Return of Documents.
In the event of termination of this Agreement for any reason, the Parent and the
Company will return to the other party all of the other party’s documents, work
papers, and other materials (including copies) relating to the transactions
contemplated in this Agreement, whether obtained before or after execution of
this Agreement. The Parent and Company will not use any information so obtained
from the other party for any purpose and will take all reasonable steps to have
such other party’s information kept confidential.

     

     

    ARTICLE
VIII:

     

    INDEMNIFICATION
AND RELATED MATTERS

     

     

    8.01            Survival of Representations
and Warranties. The representations and warranties in this Agreement or
in any instrument delivered pursuant to this Agreement shall survive the
Effective Time of the Merger until the Settlement Date.

     

     

    8.02            Indemnification.

     

     

    (a)  Irrespective
of any due diligence investigation conducted by the Company with regard to the
transactions contemplated hereby, the Parent shall indemnify and hold the
Company and each of its officers and directors (the “Company Representatives”)
harmless from and against any and all liabilities, obligations, damages, losses,
deficiencies, costs, penalties, interest and expenses (collectively, “Losses”)
arising out of, based upon, attributable to or resulting from any and all Losses
incurred or suffered by the Company or any of the Company Representatives
resulting from or arising out of any breach of a representation, warranty or
covenant made by the Parent as set forth herein.

     

     

    (b)  The
Company shall indemnify and hold the Parent and each of its officers and
directors (the “Parent Representatives”) harmless from and against any and all
liabilities, obligations, damages, losses, deficiencies, costs, penalties,
interest and expenses (collectively, “Losses”) arising out of, based upon,
attributable to or resulting from any and all Losses incurred or suffered by the
Parent or any of the Parent Representatives resulting from or arising out of any
breach of a representation, warranty or covenant made by Company as set forth
herein.

     

     

     

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    8.03            Notice of
Indemnification. In the event any proceeding shall be threatened or
instituted or any claim or demand shall be asserted in respect of which payment
may be sought by the Parent or any Parent Representative or by the Company or
any Company Representative, against the other, as the case may be (each an
“Indemnitee”), under the provisions of this Article VIII (an “Indemnity Claim”),
the Indemnitee shall promptly cause written notice of the assertion of any such
Claim of which it has knowledge which is covered by this indemnity to be
forwarded to the Parent Representative, who shall be Paul Kelly, or the Company.
Any notice of an Indemnity Claim by reason of any of the representations,
warranties or covenants contained in this Agreement shall state specifically the
representation, warranty or covenant with respect to which the Indemnity Claim
is made, the facts giving rise to an alleged basis for the Claim, and the amount
of the liability asserted against the Indemnitor by reason of the Indemnity
Claim. Within ten (10) days of the receipt of such written notice, the Parent
Representative or the Company, as the case may be, shall notify the Indemnitee
in writing of its intent to contest the indemnification obligation (a “Contest”)
or to accept liability hereunder. If the Parent Representative or the Company,
as the case may be, does not respond within ten (10) days of the request of such
written notice to such written notice, the Parent Representative or the Company,
as the case may be, will be deemed to accept liability as it relates to the
Merger Consideration. In such event, the Indemnitee will deliver a Notice to the
Parent that there is a determination of liability to this Section 8.03 and the
Parent shall be instructed to adjust the Merger Consideration. In the event of a
Contest, within ten (10) days of the receipt of the written notice thereof, the
parties will select arbitrators and submit the dispute to binding arbitration
before the American Arbitration Association at a venue to be located in New York
City. The arbitrators shall be selected by the mutual agreement of the parties.
If the parties can not agree on the arbitrator, each may select one arbitrator
and the two designated arbitrators shall select the third arbitrator. If the
third arbitrator can not be agreed upon, the American Arbitration Association in
New York shall select the third arbitrator. A decision by the individual
arbitrator or a majority decision by the three arbitrators shall be final and
binding upon the parties. Such arbitration shall follow the rules of the
American Arbitration Association and must be resolved by the arbitrators within
thirty (30) days after the matter is submitted to arbitration. If the
arbitration is ruled favorably for Parent so that there is a determination of a
Loss, the Indemnitee will deliver a Notice to the Parent that there is a
determination of liability pursuant to this Section 8.03 and the Parent shall
adjust the Merger Consideration Deposit accordingly.

     

     

    ARTICLE
IX:

     

    Intentionally
left blank and reserved.

     

     

    ARTICLE
X:

     

    GENERAL
PROVISIONS

     

    10.01            Notices. All notices,
requests, claims, demands and other communications under this Agreement shall be
in writing and shall be deemed given if delivered personally or sent by
facsimile, electronic mail, or overnight courier (providing proof of delivery)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

     

     

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    (a) if to the
Parent or Parent Representative, to:

     

    Golden
Key International, Inc.

    119
11th
Street

    Fort
Macleod, Alberta, Canada TOL OZO

    


     

    Attention:

     

    Robert C.
Weaver, Jr.

    Attorney
at Law

    721 Devon
Court

    San
Diego, CA 92109

    858-488-4433
phone

    509-267-8258
fax

    


    (b) if to the
Company, to:

     

    Guojun
Wang

    Dalian
Vastitude Media Group

    8th
Floor, Golden Name Commercial Tower

    68 Renmin
Road, Zhongshan District, Dalian, P.R. China

    116001

    +86 (411)
8273-4888 phone

    +86 (411)
8265-0308 fax

    


    Attention:

    


    Troutman
Sanders LLP

    The
Chrysler Building

    405
Lexington Avenue

    New York,
New York 10174

    Attention:  Howard
H. Jiang, Esq.

    (212)
704-6063 phone

    (212)
704-5939 fax

     

    10.02            Definitions. For
purposes of this Agreement:

     

    (a)  an
“affiliate” of any person means another person that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, such first person;

     

    (b)  “material
adverse change” or “material adverse effect” means, when used in connection with
the Company or the Parent, any change or effect that either individually or in
the aggregate with all other such changes or effects is materially adverse to
the business, assets, properties, condition (financial or otherwise) or results
of operations of such party and its subsidiaries taken as a whole (after giving
effect in the case of the Parent to the consummation of the
Merger);

     

     

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    (c)  “person”
means an individual, corporation, partnership, joint venture, association,
trust, unincorporated organization or other entity; and

     

     

    (d)  a
“subsidiary” of any person means another person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is
sufficient to elect at least a majority of its board of Directors or other
governing body (or, if there are no such voting interests, fifty percent (50%)
or more of the equity interests of which) is owned directly or indirectly by
such first person.

     

     

    10.03            Interpretation. When
a reference is made in this Agreement to a Section, Exhibit or Schedule, such
reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement
unless otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation”.

     

     

    10.04            Entire Agreement; No
Third-Party Beneficiaries. This Agreement and the other agreements
referred to herein constitute the entire agreement, and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter of this Agreement. This Agreement is not intended
to confer upon any person other than the parties any rights or
remedies.

     

     

    10.05            Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Nevada, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.

     

     

    10.06            Assignment. Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise by any of the parties without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by, the parties and their respective
successors and assigns.

     

     

    10.07            Enforcement. The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of Nevada, this
being in addition to any other remedy to which they are entitled at law or in
equity. In addition, each of the parties hereto (a) agrees that it will not
attempt to deny or defeat such personal jurisdiction or venue by motion or other
request for leave from any such court, and (b) agrees that it will not bring any
action relating to this Agreement or any of the transactions contemplated by
this Agreement in any state court other than such court.

     

     

     

    31

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.08            Severability.
Whenever possible, each provision or portion of any provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law but if any provision or portion of any provision of this Agreement is held
to be invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction, such invalidity, illegality or unenforceability
will not affect any other provision or portion of any provision in such
jurisdiction, and this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein.

     

     

    10.09            Counterparts. This
Agreement may be executed in one or more identical counterparts, all of which
shall be considered one and the same instrument and shall become effective when
one or more such counterparts shall have been executed by each of the parties
and delivered to the other parties.

     

    


     

    


     

    [Signature Page
Follows]

     

    


     

     

     

     

     

     

     

     

    32

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the undersigned have caused their duly authorized officers to
execute this Agreement as of the date first above written.

     

     

    PARENT:

     

    
      
        	 	 	 
	 	
                GOLDEN
      KEY INTERNATIONAL, INC.

                 

              
	
                 

              	
                By:
      

              	/s/ Robert
      Blair	 
	 	 	Name: 
      Robert Blair	 
	 	 	Title: 
      President and Chief Executive Officer	 
	 	 	 	 


      

    

     

     

    MERGER
SUB:

    
       

      
        
          	 	CHINA
      NEW MEDIA CORP.	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	/s/ Robert
      Blair	 
	 	 	Name: 
      Robert Blair	 
	 	 	Title: 
      Chief Executive Officer	 
	 	 	 	 


        

      

    

    
 

    SELLERS:

     

    COMPANY:

    
      
        
          	 	 	 
	 	
                  
                    HONGKONG
      FORTUNE-RICH INVESTMENT CO., LIMITED

                  

                   

                
	
                   

                	
                  By:
      

                	//singed// 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

      

    

     

    SHAREHOLDER:

    
      
        
          
            	 	 	 
	 	
                    
                       

                    

                  
	
                     

                  	
                    By:
      

                  	/s/ Chuk
      Chung Fuk	 
	 	 	Chuk
      Chung Fuk	 
	 	 	 	 
	 	 	 	 


          

        

      

    

     

    
      
        
          
            	 	DALIAN
      VASTITUDE MEDIA GROUP CO., LTD.	 
	 	
                    
                       

                    

                  
	
                     

                  	
                    By:
      

                  	//signed//	 
	 	 	Name: 	 
	 	 	Position: 
      Authorized Representative	 
	 	 	 	 


          

        

      

       

       

       

       

      33

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      
         

        
          
            	 	DALIAN
      GUO-HENG MANAGEMENT AND CONSULTATION CO., LTD. (Company chop)	 
	 	
                    
                       

                    

                  
	
                     

                  	
                    By:
      

                  	//signed//	 
	 	 	Name: 
      	 
	 	 	Position:
        Authorized Representative	 
	 	 	 	 


          

           

           

          GUOJUN WANG

          
            	 	 	 
	 	
                    
                       

                    

                  
	
                     

                  	
                    By:
      

                  	/s/
      Guojun Wang	 
	 	 	 	 


          

        

      

    

    
MING
MA

    
      
        	 	 	 
	 	
                
                   

                

              
	
                 

              	
                By:
      

              	/s/
      Ming Ma	 
	 	 	 	 


      

       

    

    SHUANGDA
WANG

    
      
        	 	 	 
	 	
                
                   

                

              
	
                 

              	
                By:
      

              	/s/
      Shuangda Wang	 
	 	 	 	 


      

       
CAIQIN
WANG

    
      
        	 	 	 
	 	
                
                   

                

              
	
                 

              	
                By:
      

              	/s/
      Caiqin Wang	 
	 	 	 	 


      

       
YANJIE
LIU

    
      
        	 	 	 
	 	
                
                   

                

              
	
                 

              	
                By:
      

              	/s/
      Yanjie Liu	 
	 	 	 	 


      

       

    

    DEJUAN
ZHOU

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	/s/
      Dejuan Zhou	 
	 	 	 	 


        

         

      

    

    YI
TAN

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	/s/
      Yi Tan	 
	 	 	 	 


        

         

      

    

    JINGRU
DU

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	/s/
      Jingru Du	 
	 	 	 	 


        

         

         

        34

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      ZHENG
WANG

    

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	/s/
      Zheng Wang	 
	 	 	 	 


        

         

         

      

    

    SHENYANG
VASTITUDE MEDIA CO., LTD   (Company chop)

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	//signed//	 
	 	 	Name: 
      	 
	 	 	Position:
        Authorized Representative	 
	 	 	 	 


        



    

    


    TIANJIN
VASTITUDE AD MEDIA CO.,LTD (Company chop)

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	//signed//	 
	 	 	Name: 
      	 
	 	 	Position:
        Authorized Representative	 
	 	 	 	 


        



    

    DALIAN
VASTITUDE ENGINEERING & DESIGN CO., LTD (Company chop)

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	//signed//	 
	 	 	Name: 
      	 
	 	 	Position:
        Authorized Representative	 
	 	 	 	 


        



    

    DALIAN
VASTITUDE &MODERN TRANSIT MEDIA CO., LTD (Company chop)

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	//signed//	 
	 	 	Name: 
      	 
	 	 	Position:
        Authorized Representative	 
	 	 	 	 


        



    

    DALIAN
VASTITUDE NETWORK TECHNOLOGY CO., LTD (Company chop)

    
      
        
          	 	 	 
	 	
                  
                     

                  

                
	
                   

                	
                  By:
      

                	//signed//	 
	 	 	Name: 
      	 
	 	 	Position:
        Authorized Representative	 
	 	 	 	 


        

      

    

    
 

     

    35

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

    


    CERTIFICATE
OF DESIGNATION

    OF SERIES
A PREFERRED STOCK

    


     

            Golden
Key International, Inc. (the “Corporation”), a corporation organized and
existing under the laws of the State of Delaware, does hereby
certify:

     

            FIRST:
Pursuant to authority conferred upon the Board of Directors by its Certificate
of Incorporation, and pursuant to the provisions of laws of Delaware, the Board
of Directors has adopted a resolution on December 8, 2009 which is set forth
below, to issue the number of shares of the Series A Preferred Stock pursuant to
a resolution dated December 8, 2009, a copy of which was filed with the State of
Delaware.

     

            RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of
Directors of the Corporation by the provisions of the Certificate of
Incorporation of the Corporation, as amended, out of the authorized but unissued
shares of Preferred Stock of the Corporation this Board of Directors hereby
creates a series of the Preferred Stock, par value $.0001 per share (the
“Preferred Stock”), of the Corporation, and this Board of Directors hereby fixes
the powers, designations, preferences and relative, participating, optional or
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof (in addition to the powers, designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, set forth in the
Certificate of Incorporation of the Corporation which are applicable to
Preferred Stock of all series) as follows:

     

            1.
      Designation. The
designation of the series shall be “Series A Preferred Stock” (the “Series A
Preferred Stock”).

     

            2.
      Number. The number of
shares constituting the Series A Preferred Stock shall be one million
(1,000,000).

     

            3.
      Voting
Rights.

     

    
      	 
      	
                      a.      General Voting Rights. The one million
      (1,000,000) Series A Preferred Stock shall have an aggregate voting power
      of 40% of the combined voting power of the entire Company’s shares, Common
      Stock and Preferred Stock as long as the Company is in existence. Each
      holder of the Series A Preferred Stock shall have full voting rights and
      powers equal to the voting rights and powers of the holders of Common
      Stock, and shall be entitled, notwithstanding any provision hereof, to
      notice of any stockholders’ meeting in accordance with the by-laws of the
      Corporation, and shall be entitled to vote, together with holders of
      Common Stock, with respect to any question upon which holders of Common
      Stock have the right to vote. The Series A Preferred Stock is not subject
      to any reverse split applicable to the Common Stock of the Company and is
      not convertible into any other
securities.

            


    

    


     

     

    36


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 
      	
                      b.      Consent Needed for Authorization. Without
      the vote or consent of the holders of at least a majority of the shares of
      Series A Preferred Stock then outstanding, the Corporation may not (i)
      authorize, create or issue, or increase the authorized number of shares
      of, any class or series of capital stock ranking prior to or on a parity
      with the Series A Preferred Stock, (ii) authorize, create or issue any
      class or series of common stock of the Corporation other than the Common
      Stock, (iii) authorize any reclassification of the Series A Preferred
      Stock, (iv) authorize, create or issue any securities convertible into or
      exercisable for capital stock prohibited by Section 3(b)(i) or (ii), (v)
      amend this Certificate or (vi) enter into any merger or reorganization, or
      disposal of assets involving 20% of the total capitalization of the
      Corporation.

            


    

    


            4.
      Liquidation.

    


    
      	 
      	
                      a.      Preference. Subject to the rights of the
      holders of any other series of Preferred Stock ranking senior to or on a
      parity with the Series A Preferred Stock with respect to liquidation and
      any other class or series of capital stock of the Corporation ranking
      senior to or on a parity with the Series A Preferred Stock with respect to
      liquidation, in the event of any liquidation, dissolution or winding up of
      the affairs of the Corporation, whether voluntary or involuntary, the
      holders of record of the issued and outstanding shares of Series A
      Preferred Stock shall be entitled to receive, out of the assets of the
      Corporation available for distribution to the holders of shares of Series
      A Preferred Stock, prior and in preference to any distribution of any of
      the assets of the Corporation to the holders of Common Stock and any other
      series of Preferred Stock ranking junior to the Series A Preferred Stock
      with respect to liquidation and any other class or series of capital stock
      of the Corporation ranking junior to the Series A Preferred Stock with
      respect to liquidation, an amount in cash per share equal to $1.00, plus
      an amount equal to all dividends accrued and unpaid on each such share
      (whether or not declared) up to the date fixed for distribution. If, upon
      such liquidation, dissolution or winding up of the affairs of the
      Corporation, the assets of the Corporation distributable among the holders
      of Series A Preferred Stock and any other series of Preferred Stock
      ranking on a parity therewith in respect thereto or any class or series of
      capital stock of the Corporation ranking on a parity therewith in respect
      thereto shall be insufficient to permit the payment in full to all such
      holders of shares of the preferential amounts payable to them, then the
      entire assets of the Corporation available for distribution to such
      holders of shares shall be distributed ratably among such holders in
      proportion to the respective amounts that would be payable per share if
      such assets were sufficient to permit payment in full. After payment of
      the full amount to which they are entitled upon liquidation pursuant to
      this Section 4(a), the holders of shares of Series A Preferred Stock will
      not be entitled to any further participation in any distribution of assets
      by the Corporation. Neither a consolidation or merger of the Corporation
      with another corporation or other entity nor a sale, transfer, lease or
      exchange of all or part of the Corporation’s assets will be considered a
      liquidation, dissolution or winding up of the affairs of the Corporation
      for purposes of this Section 4(a).

            


    

     

    
      	 
      	
                      b.      Adjustments. The liquidation preference
      provided for herein with respect to the Series A Preferred Stock shall be
      equitably adjusted to reflect any stock dividend, stock distribution,
      stock split or reverse stock split, combination of shares, subdivision of
      shares or reclassification of shares with respect to the Series A
      Preferred Stock.

            


    

    


     

    37


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            5.       Dividends. The
holders of the Series A Preferred Stock shall not be entitled to receive
dividends per share of Series A Preferred Stock.

     

            
6.      Redemption. The
Corporation shall have no rights to redeem Series A Preferred
Stock.

     

            SECOND:
That said determination of the powers, designation, preferences and the
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, relating to said series of Preferred Stock,
was duly made by the Board of Directors of the Company pursuant to the
provisions of the Certificate of Incorporation of the Company, as amended, and
in accordance with the provisions of the laws of Delaware.

     

     

     

     

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Robert
      Blair	 
	 	 	Robert
      Blair, Director	 
	 	 	 	 
	 	 	 	 


      

    

     

     

     

     

     

     

     

    38