dvmg_8k-ex10x6.htm


    Exhibit 10.6

      CONFIDENTIAL

      


      


      


      


      


      


      


      


      EQUITY
PLEDGE AGREEMENT

      


      


      AMONG

      


      GUOJUN
WANG

      MING
MA

      SHUANGDA
WANG

      CAIQIN
WANG

      YANJIE
LIU

      DEJUAN
ZHOU

      YI
TAN

      JINGRU
DU

      ZHENG
WANG

      DALIAN
VASTITUDE MEDIA GROUP CO.,LTD.

      DALIAN
GUO-HENG MANAGEMENT AND CONSULTITION CO., LTD.

      AND

      THE LOCAL
COMPANIES LISTED IN APPENDIX I

      


      


      


      


      


      


      


      


      


      


      NOVERMBER
6, 2009

      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EQUITY
PLEDGE AGREEMENT

      


      This
EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into in the
People's Republic of China (hereinafter, "PRC") as of NOVERMBER 6, 2009 by and
among the following Parties:

      


      (1)  
GUOJUN WANG

      ADDRESS:
Room 1-21-4 Building No.8, Changqing Street Zhongshan District Dalian City
Liaoning

      IDENTITY
CARD NUMBER: 210204196402120092

      


      (2)  
ZHENG WANG

      ADDRESS:
No. 4-3-7, Sanyuan Road, Xigang District, Dalian City, Liaoning

      IDENTITY
CARD NUMBER: 210203197904175294

      


      (3)  
YI TAN

      ADDRESS:
No. 15-1-4-1, Fuguo Road, Shahekou District, Dalian City, Liaoning

      IDENTITY
CARD NUMBER: 210211196510042160

      


      (4)    YANJIE
LIU

      ADDRESS:
No. 3-5-1, No. 4 Hongye Plaza, Zhongshan District, Dalian
City,  Liaoning

      IDENTITY
CARD NUMBER: 210705196108148629

      


      (5)  
SHUANGDA WANG

      ADDRESS:
No. 35, Jianye Road, Dalian City, Liaoning

      IDENTITY
CARD NUMBER: 210203540829401

      


      (6)    MING
MA

       ADDRESS:
Room 4-1-2, No. 62 Chunhe Road, Zhongshan District, Dalian
City,  Liaoning

      IDENTITY
CARD NUMBER: 210204196602145809

      


      (7)  
JINGRU DU

      ADDRESS:
No. 2-1, No. 12 Zhongjiaxiang, Zhongshan District, Dalian
City,  Liaoning

      IDENTITY
CARD NUMBER: 210204196406030035

      


      (8)   
DEJUAN ZHOU

      ADDRESS:
No.73, Chengren Road, Dalian City, Liaoning

      IDENTITY
CARD NUMBER: 210204550412102

      


      (9)   
CAIQIN WANG

      ADDRESS:
No. 2-4, No. 69 Wansui Road, Shahekou District, Dalian City,
Liaoning

      
        IDENTITY
CARD NUMBER: 210204196207150042

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      (10)     DALIAN
V-MEDIA GROUP CORP. (hereinafter "V-MEDIA)

      REGISTERED
ADDRESS: No.68 Building, Renmin Road Zhongshan District Dalian City,
Liaoning

      LEGAL
REPRESENTATIVE:  MING MA

      


      (11)    
DALIAN GUO-HENG MANAGEMENT & CONSULTATING CO.,LTD.( "GUO-HENG")

      REGISTERED
ADDRESS: Villa No.20, ShaBao Village ChangXingDao Street Office Dalian city,
Dalian City, Liaoning

      LEGAL
REPRESENTATIVE:  JINGRU DU

      


      (12)    
THE COMPANIES LISTED IN APPENDIX I

      


      (The
above Parties hereinafter each referred to as a "PARTY" individually, and
collectively, the "PARTIES". Among them, Guojun Wang, Zheng Wang, Yi Tan, Yanjie
Liu, Shuangda Wang, Ming Ma, Jingru Du, Dejuan Zhou and Caiqin Wang hereinafter
referred to as an "INDIVIDUAL PLEDGOR" individually, and collectively, the
"INDIVIDUAL PLEDGORS"; the Individual Pledgor and V-Media hereinafter referred
to as a "PLEDGOR" individually, and collectively, the "PLEDGORS"; Guo-Heng
hereinafter referred to as a "PLEDGEE".)

      


      WHEREAS:

      


      (1)           Caiqin
Wang and V-Media are the enrolled shareholders of the Dalian Vastitude
Engineering & Design Co., Ltd listed in Appendix I,legally holding
majority of the equity of the Dalian Vastitude Engineering &Design Co., Ltd
as of the execution date of this Agreement.

      


      (2)           V-Media
is the enrolled shareholder of the companies listed in Appendix I ,Appendix I
attached hereto, legally holding all or the majority equity of such
companies  as of the execution date of this Agreement.

      


       (3)           As
of the date of this Agreement, Guojun Wang, Ming Ma, Shuangda Wang, Caiqin Wang,
Yanjie Liu, Dejuan Zhou, Yi Tan, Jingru Du and Zheng Wang are the enrolled
shareholders of V-Media, legally holding all the equity in V-Media, of which
Guojun Wang holding 51.75% interest,  Ming Ma  holding
24.5%,  Shuangda wang holding 3%, Caiqin Wang holding 2.75%, Yanjie
Liu holding 5%, Dejuan Zhou holding 5%, Yi Tan holding3%, Jingru Du holding 2%,
Zheng Wang holding 3%.

      


      (4)           Pursuant
to the Call Option Agreement dated as of NOVERMBER 6, 2009 among Guo-Heng, the
Pledgors and the Target Companies (as defined below) (hereinafter, the "CALL
OPTION AGREEMENT"), the Pledgors shall transfer part or all of
the equity interest of the Target Companies to Guo-Heng and/or any other entity
or individual designated by Guo-Heng at the request of the
Guo-Heng.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       (5)           Pursuant
to the Shareholders' Voting Right Proxy Agreement dated as of NOVERMBER 6, 2009
among Guo-Heng, the Target Company and the Pledgors (hereinafter, the "PROXY
AGREEMENT"), Pledgors have already irrevocably entrusted the personnel
designated by Guo-Heng then with full power to exercise on their behalf all of
their shareholders' voting rights in respect of the relevant Target
Companies.

      


      (6)           Pursuant
to the Exclusive Service Agreement dated as of NOVERMBER 6, 2009 among Guo-Heng
and the Target Companies (hereinafter, the "SERVICE AGREEMENT"), the Target
Companies have already engaged Guo-Heng exclusively to provide them with
relevant management and consultation and other services, for which the Target
Companies will respectively pay Guo-Heng services accordingly.

      


       (7)           As
security for performance by the Pledgors of the Contract Obligations (as defined
below) and repayment of the Guaranteed Liabilities (as defined below), the
Pledgors agree to pledge all of their Target Company Equity to the Pledgee and
grant the Pledgee the right to request for repayment in first priority and the
Target Companies agree such equity pledge arrangement.

      


      THEREFORE,
the Parties hereby have reached the following agreement upon mutual
consultations:

      


      ARTICLE
1 – DEFINITION
 

      1.1           Except
as otherwise construed in the context, the following terms in this Agreement
shall be interpreted to have the following meanings:

      


      "CONTRACT
OBLIGATIONS" shall mean all contractual obligations of a Pledgor under the Call
Option Agreement and Proxy Agreement; all contractual obligations of a Target
Company under the Exclusive Service Agreement, Call Option Agreement, Proxy
Agreement; and all contractual obligations of a Pledgor under this
Agreement.

      


      "TARGET
COMPANY" shall mean , to Guojun Wang, Ming Ma, Shuangda Wang, Caiqin Wang,
Yanjie Liu, Dejuan Zhou, Yi Tan, Jingru Du and Zheng Wang, V-Media; to Caixia
Wang, V-Media and Dalian Vastitude Engineering & Design Co., Ltd; and to
V-Media, any and all of the companies listed in Appendix I.

      


      "GUARANTEED
LIABILITIES" shall mean all direct, indirect and consequential losses and losses
of foreseeable profits suffered by Pledgee due to any Breaching Event (as
defined below) a Pledgor and/or a Target Company, and all fees incurred by
Pledgee for the enforcement of the Contractual Obligations of a Pledgor and/or a
Target Company.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


      "TRANSACTION
AGREEMENTS" shall mean the Call Option Agreement and the Proxy Agreement in
respect of a Pledgor; the Exclusive Service Agreement, and Proxy Agreement in
respect of a Target Company.

      


      "BREACHING
EVENT" shall mean any breach by either Pledgor of its Contract Obligations under
the Proxy Agreement, Call Option Agreement or this Agreement; any breach by a
Target Company of its Contract Obligations under the Service Agreement, Call
Option Agreement and/or Proxy Agreement.

      


      "PLEDGED
PROPERTY" shall mean (1) in respect of Guojun Wang, Zheng Wang, Yi Tan, Yanjie
Liu, Shuangda Wang, Ming Ma, Jingru Du, Dejuan Zhou and Caiqin Wang, all of the
equity interests in V-Media which are legally owned by them as of the effective
date hereof and is to be pledges by them to the Pledgee according to provisions
hereof as the security for the performance by them and V-Media of their
Contractual Obligations, and the increased capital contribution and equity
interest described in Articles 2.6 and 2.7 hereof;(2) in respect of Caiqin Wang,
all of the equity is legally owned by her as of the effective date hereof and is
to be pledged by  to the Pledgee according to provisions hereof as the
security for the performance of the Contractual Obligations by her and the
Target Companies (for details of such equity interest, see Appendix I), and the
increased capital contribution and equity interest described in Articles 2.6 and
2.7 himeof; (3) in respect of V-Media, all of the equity interest in the Target
Companies which is legally owned by it as of the effective date hereof and is to
be pledged to the Pledgee by it according to provisions hereof as the security
for the performance of the Contractual Obligations by it and the Target
Companies (for details of such equity interest, see Appendix I), and the
increased capital contribution and equity interest described in Articles 2.6 and
2.7 hereof.

      


      "PRC LAW"
shall mean the then valid laws, administrative regulations, administrative
rules, local regulations, judicial interpretations and other binding regulatory
documents of the People's Republic of China.

      


      1.2           The
references to any PRC Law herein shall be deemed:

      


       (1)           to
include the references to the amendments, changes, supplements and reenactments
of such law, irrespective of whether they take effect before or after the
formation of this Agreement; and

      


       (2)           to
include the references to other decisions, notices or regulations enacted in
accordance therewith or effective as a result thereof.

      


      1.3           Except
as otherwise stated in the context herein, all references to an Article, clause,
item or paragraph shall refer to the relevant part of this
Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


      ARTICLE
2 - EQUITY PLEDGE
 

      2.1           Each
Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and
has the right to dispose of, to Pledgee according to the provisions hereof as
the security for the performance of the Contract Obligations and the repayment
of the Guaranteed Liabilities. Each Target Company hereby agrees that the
Pledgors legally holding equity interest in it to pledge the Pledged Property to
the Pledgee according to the provisions hereof.

      


      2.2           Each
Pledgor hereby undertakes that it will be responsible for, recording the
arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on
the shareholder register of each Target Company on the date hereof, and will do
its best endeavor to make registration with registration authorities of industry
and commerce of each Target Company. Each Target Company respectively undertakes
that it will do its best to cooperate with the Pledgors to complete the
registration with authorities of industry and commerce under this
Article.

      


      2.3           During
the valid term of this Agreement, except for the willful misconduct or gross
negligence of Pledgee which has direct cause and effect relationship the
reduction in value of the Pledged Property, Pledgee shall not be liable in any
way to, nor shall Pledgors have any right to claim in any way or propose any
demands on Pledgee, in respect of the said reduction in value of the Pledged
Property.

      


      2.4           To
the extent not violating provision of Article 2.3 above, in case of any
possibility of obvious reduction in value of the Pledged Property which is
sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or
sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors
to use the proceeds from such auction or sale-off as pre-repayment of the
Guaranteed Liabilities, or may submit such proceeds to the local notary
institution where Pledgee are domiciled (any fees incurred in relation thereto
shall be borne by Pledgors).

      


      2.5           Guo-Heng
as Pledgee shall be deemed to have created the encumbrance of first order in
priority on the Pledged Property, and in case of any Breaching Event, Pledgee
shall have the right to dispose of the Pledged Property in the way set out in
Article 4 hereof.

      


      2.6           Only
upon prior consent by Pledgee shall Pledgors be able to increase their capital
contribution to any or all of the Target Companies. Further capital contribution
made by Pledgor (s) in the Target Company shall also be part of the Pledged
Property.

      


      2.7           Only
upon prior consent by Pledgee shall Pledgors be able to receive dividends or
share profits from the Pledged Property. The dividends or the profits received
by Pledgors
from the Pledged Property shall be deposited into Pledgee's bank account
designated by Pledgee respectively, to be under the supervision of Pledgee and
used as the Pledged Property to repay in priority the Guaranteed
Liabilities.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      2.8           Guojun
Wang, Ming Ma, Shuangda Wang, Caiqin Wang, Yanjie Liu, Dejuan Zhou, Yi Tan,
Jingru Du and Zheng Wang agree to bear joint liabilities respectively to Pledgee
upon occurrence of any Breaching Event on the part of V-Media and Pledgee shall
have the right, upon occurrence of the Breaching Event, to dispose of any
Pledged Property of either of Pledgors in accordance with the provisions
hereof.

      


      ARTICLE
3 - RELEASE OF PLEDGE
 

      In
respect of equity interest of any Target Company, upon full and complete
performance by relevant Pledgors of all of their Contractual Obligations,
Pledgee shall, at the request of relevant Pledgors, release the pledge created
on such Target Company under this Agreement, and shall cooperate with relevant
Pledgors to go through the formalities to cancel the record of the Equity Pledge
in the shareholder register of the relevant Target Company, with the reasonable
fees incurred in connection with such release to be borne by Pledgee with the
same proportion.

      


      ARTICLE
4 - DISPOSAL OF THE PLEDGED PROPERTY
 

      4.1           Pledgors,
Target Companies and Pledgee hereby agree that, in case of any Breaching Event,
Pledgee shall have the right to exercise, upon giving written notice to
Pledgors, all of the remedial rights and powers enjoyable by them under PRC Law,
including but not limited to being repayment in priority with proceeds from
auctions or sale-offs of the Pledged Property. Pledgee shall not be liable for
any loss as the result of their reasonable exercise of such rights and
powers.

      


      4.2           Pledgee
shall have the right to designate in writing its legal counsel or other agents
to exercise on their respective behalf any and all rights and powers set out
above, and neither Pledgors nor Target Companies shall not oppose
thereto.

      


      4.3           The
reasonable costs incurred by Pledgee in connection with their exercise of any
and all rights and powers set out above shall be borne by Pledgors, and Pledgee
shall have the right to deduct the costs actually incurred from the proceeds
that they acquire from the exercise of the rights and powers.

      


      4.4           The
proceeds that Pledgee acquire from the exercise of their
respective  rights and powers shall be used in the priority order as
follows:

      


       First,
to pay any cost incurred in connection with the disposal of   the
Pledged Property and the exercise by Pledgee of their respective rights and
powers (including remuneration paid to their respective legal counsels and
agents);


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      - Second,
to pay any taxes and levies payable for the disposal of the Pledged Property;
and

      


      -Third,
to repay Pledgee for the Guaranteed Liabilities.

      


      In case
of any balance after payment of the above amounts, Pledgee shall return the same
to Pledgors or other persons entitled thereto according to the relevant laws and
rules or submit the same to the local notary institution where Pledgee are
domiciled (any fees incurred in relation thereto shall be borne by
Pledgors).

      


      4.5           Pledgee
shall have the option to exercise, simultaneously or in certain sequence, any of
the remedies at breaching that it is entitled to in respect of the equity
interest of any Target Company holding by any Pledgor; Pledgee shall not be
obliged to exercise other remedies at breaching before their exercise of the
right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors
or Target Companies shall not oppose to whether Pledgee exercise any part of the
right to the pledge or the sequence of exercising the pledge
interest.

      


      ARTICLE
5 - FEES AND COSTS
 

      All costs
actually incurred in connection with the establishment of the Equity Pledge
hereunder, including but not limited to stamp duties, any other taxes, all legal
fees, etc shall be borne by Pledgee with the same proportion.

      
 

      ARTICLE
6 - CONTINUITY AND NO WAIVE
 

      The
Equity Pledge hereunder is a continuous guarantee, with its validity to continue
until the full performance of the Contractual Obligations or the full repayment
of the Guaranteed Liabilities. Neither exemption or grace period granted by
Pledgee to Pledgors in respect of their breach, nor delay by Pledgee in
exercising any of their rights under this Agreement shall affect the rights of
Pledgee under this Agreement, relevant PRC Law, the rights of Pledgee to demand
at anytime thereafter the strict performance of this Agreement by Pledgors or
the rights Pledgee may be entitled to due to subsequent breach by Pledgors of
the obligations under this Agreement.

       

      ARTICLE
7 - REPRESENTATIONS AND WARRANTIES BY PLEDGORS
 

      Each of
Pledgors hereby, in respect of itself and Target Company in which it holds
equity interest, represents and warrants to Pledgee as follows:

      


      7.1           Each
Individual Pledgor is a PRC citizen with full capacity of disposition and has
obtained due authorization to execute, deliver and perform this Agreement and
can independently be a subject of actions; V-Media is a limited liability
corporation duly incorporated and validly existing under PRC Law, has full right
and authorization to execute and deliver this Agreement and other documents
relating to the transaction as stipulated in this Agreement and to be executed
by them. It also has full right and authorization to complete the transaction
stipulated in this Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.2           Target
Company is a limited liability corporation duly incorporated and validly
existing under PRC Law, it has independent status as a legal person; it has full
and independent legal status and capacity to execute, deliver and perform this
Agreement and can independently be a subject of actions. It has full right and
authorization to execute and deliver this Agreement and other documents relating
to the transaction as stipulated in this Agreement and to be executed by them.
It also has full right and authorization to complete the transaction stipulated
in this Agreement.

      


      7.3           All
reports, documents and information concerning Pledgors and all matters as
required by this Agreement which are provided by Pledgors to Pledgee before this
Agreement comes into effect are true, correct and effective in all material
aspects as of the execution hereof.

      


      7.4           At
the time of the effectiveness of this Agreement, Pledgors are the sole legal
owner of the Pledged Property, with no existing dispute whatever concerning the
ownership of the Pledged Property. Pledgors have the right to dispose of the
Pledged Property or any part thereof.

      


      7.5           Except
for the encumbrance set on the Pledged Property hereunder and the rights set
under the Transaction Agreements, there is no other encumbrance or third party
interest set on the Pledged Property.

      


      7.6           The
Pledged Property is capable of being pledged or transferred according to the
laws, and Pledgors have the full right and power to pledge the Pledged Property
to Pledgee according to this Agreement.

      


      7.7           This
Agreement constitutes the legal, valid and binding obligations on Pledgors when
it is duly executed by Pledgors.

      


      7.8           Any
consent, permission, waive or authorization by any third person, or any
approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any government
authority to be handled or obtained in respect of the execution and performance
hereof and the Equity Pledge hereunder have already been handled or obtained,
and will be fully effective during the valid term of this
Agreement.

       
 

      7.9           The
execution and performance by Pledgors of this Agreement are not in violation of
or conflict with any laws applicable to them, or any agreement to
which


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      they are
a party or which has binding effect on their assets, any court judgment, any
arbitration award, or any administration authority decision.

      


      7.10          The
pledge hereunder constitutes the encumbrance of first order in priority on the
Pledged Property.

      


      7.11          All
taxes and fees payable in connection with acquisition of the
Pledged  Property have already been paid in full amount by
Pledgors.

      


      7.12          There
is no pending or, to the knowledge of Pledgors, threatened litigation, legal
process or demand by any court or any arbitral tribunal against Pledgors, or
their property, or the Pledged Property, nor is there any pending or, to the
knowledge of Pledgors, threatened litigation, legal process or demand by any
government authority or any administration authority against Pledgors, or their
property, or the Pledged Property, which is of material or detrimental effect on
the economic status of Pledgors or their capability to perform the obligations
hereunder and the Guaranteed Liabilities.

      


      7.13          Pledgors
hereby warrant to Pledgee that the above representations and warranties will
remain true, correct and effective at any time and under any circumstance before
the Contractual Obligations are fully performed or the Guaranteed Liabilities
are fully repaid, and will be fully complied with.

      


      ARTICLE
8 - REPRESENTATIONS AND WARRANTIES

      BY
TARGET COMPANY
 

      Each of
Target Company hereby individually represents and warrants to Pledgee as
follows:

      


      8.1           Target
Company is a limited liability corporation duly incorporated and validly
existing under PRC Law, with full capacity of disposition and has obtained due
authorization to execute, deliver and perform this Agreement and can
independently be a subject of actions.

      


      8.2           All
reports, documents and information concerning Pledged Property and all matters
as required by this Agreement which are provided by Target Company to Pledgee
before this Agreement comes into effect are true, correct and effective in all
material aspects as of the execution hereof.

      


      8.3           All
reports, documents and information concerning Pledged Property and all matters
as required by this Agreement which are provided by Target Company to Pledgee
after this Agreement comes into effect are true, correct and effective in all
material aspects upon provision.

      


      8.4           This
Agreement constitutes the legal, valid and binding obligations on
Target


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Company
when it is duly executed by Target Company.

      


      8.5           It
has full right and authorization to execute and deliver this Agreement and other
documents relating to the transaction as stipulated in this Agreement and to be
executed by them. It also has full right and authorization to complete the
transaction stipulated in this Agreement.

      


      8.6           There
is no pending or, to the knowledge of Target Company, threatened litigation,
legal process or demand by any court or any arbitral tribunal against Target
Company, or their property (including but are not limited to the Pledged
Property), nor is there any pending or, to the knowledge of Target Company,
threatened litigation, legal process or demand by any government authority or
any administration authority against Target Company, or their property
(including but are not limited to the Pledged Property), which is of material or
detrimental effect on the economic status of Target Company or their capability
to perform the obligations hereunder and the Guaranteed
Liabilities.

      


      8.7           Each
of Target Company hereby agree to bear joint responsibilities to Pledgee in
respect of the representations and Warranties made by its relevant Pledgor
according to Article 7.5, Article 7.6, Article 7.7, Article 7.9 and Article 7.11
hereof.

      


      8.8           Target
Company hereby warrant to Pledgee that the above representations and warranties
will remain true, correct and effective at any time and under any circumstance
before the Contractual Obligations are fully performed or the Guaranteed
Liabilities are fully repaid, and will be fully complied with.

      


      ARTICLE
9 - UNDERTAKINGS BY PLEDGORS
 

      Each of
Pledgors hereby individually undertakes to Pledgee in respect of it and Its
Target Company of which it holds equity as follows:

      


      9.1           Without
the prior written consent by Pledgee, Pledgors shall not establish or permit to
establish any new pledge or any other encumbrance on the Pledged
Property.

      


      9.2           Without
first giving written notice to Pledgee and having Pledgee's prior written
consent, Pledgors shall not transfer the Pledged Property, and any attempt by
Pledgors to transfer the Pledged Property shall be null and void. The proceeds
from transfer of the Pledged Property by Pledgors shall be used to repay to
Pledgee in advance the Guaranteed Liabilities or submit the same to the third
party agreed with Pledgee.

      


      9.3           In
case of any litigation, arbitration or other demand which may affect
detrimentally the interest of Pledgors or Pledgee under the Transaction
Agreements and hereunder or the Pledged Property, Pledgors undertake to notify
Pledgee thereof


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      in
writing as soon as possible and promptly and shall take, at the reasonable
request of Pledgee, all necessary measures to ensure the pledge interest of
Pledgee in the Pledged Property.

      


      9.4           Pledgors
shall not carry on or permit any act or action which may affect detrimentally
the interest of Pledgee under the Transaction Agreements and hereunder or the
Pledged Property.

      


      9.5           Pledgors
guarantee that they shall, at the reasonable request of Pledgee, take all
necessary measures and execute all necessary documents (including but not
limited to supplementary agreement hereof) in respect of ensuring the pledge
interest of Pledgee in the Pledged Property and the exercise and realization of
the rights thereof.

      


      9.6           In
case of assignment of any Pledged Property as the result of the exercise of the
right to the pledge hereunder, Pledgors guarantee that they will take all
necessary measures to realize such assignment.

      


      9.7           Guojun
Wang, Zheng Wang, Yi Tan, Yanjie Liu, Shuangda Wang, Ming Ma, Jingru Du, Dejuan
Zhou and Caiqin Wang undertake individually to bear joint responsibilities with
the other party if the performance of the Article 9 thereof of the other Party
refers to V-Media; Caiqin Wang and V-Media undertake individually to bear joint
responsibilities with the other party if the performance of Article 9 thereof of
the other party refers to any Target Company listed in the Appendix I to this
Agreement.

      


      ARTICLE
10 - UNDERTAKINGS BY TARGET COMPANY
 

      10.1          Any
consent, permission, waive or authorization by any third person, or any
approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any government
authority to be handled or obtained in respect of the execution and performance
hereof and the Equity Pledge hereunder will be cooperated to handle or obtain by
Target Company to their best and will be ensured to remain full effective during
the valid term of this Agreement.

      


      10.2          Without
the prior written consent by Pledgee, Target Company shall not cooperate to
establish or permit to establish any new pledge or any other encumbrance on the
Pledged Property.

      


      10.3          Without
having Pledgee's prior written consent, Target Company shall not cooperate to
transfer or permit to transfer the Pledged Property.

      


      10.4          In
case of any litigation, arbitration or other demand which may
affect  detrimentally the interest of Target Company or Pledgee under
the Transaction Agreements and hereunder or the equity of Target Company as the
Pledged Property,


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Target
Company undertake to notify Pledgee thereof in writing as soon as possible and
promptly and shall take, at the reasonable request of Pledgee, all necessary
measures to ensure the pledge interest of Pledgee in the Pledged
Property.

      


      10.5           Target
Company shall not carry on or permit any act or action which may affect
detrimentally the interest of Pledgee under the Transaction Agreements and
hereunder or the Pledged Property.

      


      10.6           Target
Company shall provide Pledgee with the financial statement of the last calendar
season within the first month of each calendar season, including but are not
limited to the balance sheet, the income statement and the statement of cash
flow.

      


      10.7           Target
Company guarantee that they shall, at the reasonable request of Pledgee, take
all necessary measures and execute all necessary documents (including but not
limited to supplementary agreement hereof) in respect of ensuring the pledge
interest of Pledgee in the Pledged Property and the exercise and realization of
the rights thereof.

      


      10.8           In
case of assignment of any Pledged Property as the result of the exercise of the
right to the pledge hereunder, Target Company guarantee that they will take all
necessary measures to realize such assignment.

      


      ARTICLE
11 - ENCUMBRANCE OF FIRST ORDER IN PRIORITY
 

      11.1           Guo-Heng
has the encumbrance of first order in priority on any and all Pledged
Property.  Pursuant to the stipulations of the Transaction Agreement,
any Breaching Event under any Transaction Agreement shall result in the
occurrence of Breaching Event under other Transaction Agreement, Guo-Heng shall
claim the pledge interest hereunder to Pledgor relevant to the Breaching Event,
and be repaid in priority in the proportion of their respective security amount
from the proceeds obtained according to the disposal of Pledged Property
stipulated in Article 4 hereof.

       
 

      ARTICLE
12 - CHANGE OF CIRCUMSTANCES
 

      12           As
supplement and subject to compliance with other terms of the Transaction
Agreements and this Agreement, in case that at any time the promulgation or
change of any PRC Law, regulations or rules, or change in interpretation or
application of such laws, regulations and rules, or the change of the relevant
registration procedures enables Pledgee to believe that it will be illegal or in
conflict with such laws, regulations or rules to further maintain the
effectiveness of this Agreement and/or dispose of the Pledged Property in the
way provided herein, Pledgors and Target Company shall, at the written direction
of Pledgee and in accordance with the reasonable request of Pledgee, promptly
take actions and/or execute any agreement or other document, in order
to:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      (1)         
   keep this Agreement remain in effect;

      (2)         
   facilitate the disposal of the Pledged Property in the way
provided herein; and/or

      (3)         
   maintain or realize the intention or the guarantee established
hereunder.

      


      ARTICLE
13 - EFFECTIVENESS AND TERM OF THIS AGREEMENT

      


      13.1           This
Agreement shall become effective upon the satisfaction of all of the following
conditions in respect of any Target Company and any Pledgor who holds the equity
of the Target Company:

      


      (1)    
        this Agreement is duly executed
by Pledgors, the Target Company and the Pledgors who pledge the equity of the
Target Company; and

      


      (2)      
      the Equity Pledge hereunder has been legally
recorded in the shareholders' register of the Target Company.

      


      Pledgors
shall provide the registration certification of the Equity Pledge being recorded
in the shareholders' register as mentioned above to Pledgee in a way
satisfactory to Pledgee.

      


      13.2           This
Agreement shall have its valid term until the full performance of the
Contractual Obligations or the full repayment of the Guaranteed
Liabilities.

      


      ARTICLE
14  - NOTICE
 

      14.1           Any
notice, request, demand and other correspondences made as required by or in
accordance with this Agreement shall be made in writing and delivered to the
relevant Party.

      


      14.2           The
abovementioned notice or other correspondences shall be deemed to have been
delivered when it is transmitted if transmitted by facsimile or telex; it shall
be deemed to have been delivered when it is delivered if delivered in person; it
shall be deemed to have been delivered five (5) days after posting the same if
posted by mail.

      


      ARTICLE
15 – MISCELLANEOUS

      


      15.1         
Pledgee may, upon notice to Pledgors but not necessarily with Pledgors' consent,
assign Pledgee's rights and/or obligations hereunder to any third party;
provided that Pledgors may not, without Pledgee's prior written consent, assign
Pledgors' rights, obligations and/or liabilities hereunder to any third party.
Successors or permitted assignees (if any) of Pledgors shall continue to perform
the obligations of Pledgors under this Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      15.2        
  This Agreement shall be prepared in the Chinese language in sixteen (16)
original copies, with each involved Party holding one (1).

      


      15.3        
  The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to PRC Law.

      


      15.4  Any
disputes arising hereunder and in connection herewith shall be settled through
consultations among the Parties, and if the Parties cannot reach an agreement
regarding such disputes within thirty (30) days of their occurrence, such
disputes shall be submitted to China International Economic and Trade
Arbitration Commission Dalian Office for arbitration in Dalian in accordance
with the arbitration rules of such Commission, and the arbitration award shall
be final and binding on all Parties.

      


      15.5           
Any rights, powers and remedies empowered to any Party by any provisions herein
shall not preclude any other rights, powers and remedies enjoyed by such Party
in accordance with laws and other provisions under this Agreement, and the
exercise of its rights, powers and remedies by a Party shall not preclude its
exercise of its other rights, powers and remedies by such Party.

      


      15.6  Any
failure or delay by a Party in exercising any of its rights, powers and remedies
hereunder or in accordance with laws (hereinafter, the "PARTY'S RIGHTS") shall
not lead to a waiver of such rights, and the waiver of any single or partial
exercise of the Party's Rights shall not preclude such Party from exercising
such rights in any other way and exercising the remaining part of the Party's
Rights.

      


      15.7           
The titles of the Articles contained herein shall be for reference only, and in
no circumstances shall such titles be used in or affect the interpretation of
the provisions hereof.

      


      15.8           
Each provision contained herein shall be severable and independent from each of
other provisions, and if at any time any one or more articles herein become
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions herein shall not be affected as a result
thereof.

      


      15.9           
This Agreement shall substitute any other documents on the same subject executed
by relevant Parties hereof once duly executed.

      


      15.10         
Any amendments or supplements to this Agreement shall be made in writing. Except
for assignment by Pledgee of its rights hereunder according to Article 15.1 of
this Agreement, the amendments or supplements to this Agreement shall take
effect only when properly signed by the Parties to this
Agreement.Notwithstanding the preceding sentence, considering the rights and
obligations of Target Company and Pledgors are severable and independent, in
case the amendment or supplement is intended to have impact upon one Party of
the Target Company and part of the Pledgors who hold the equity interest, the
amendment or supplement requires the consent by the Target Company and the part
of the Pledgors only and it is not required to obtain the consent of other
Target Company and other Pledgors (to the extent the amendment or supplement
does not have impact upon such Pledgor).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      


      15.11         
This Agreement shall be binding on the legal successors of the
Parties.

      


      15.12         
At the time of execution hereof, each of Pledgors shall sign respectively a
power of attorney (as set out in Appendix II hereto, hereinafter, the "POWER OF
ATTORNEY") to authorize any person designated by Guo-Heng to sign on its behalf
according to this Agreement any and all legal documents necessary for the
exercise by Pledgee of Guo-Heng's rights hereunder. Such Power of Attorney shall
be delivered to Guo-Heng to keep in custody and, when necessary, Guo-Heng may at
any time submit the Power of Attorney to the relevant government
authority.

      


      15.13         
Notwithstanding any provision to the contrary in this Agreement, new companies
except the Target Company and its shareholders can be included as one party of
this Agreement by executing the Acknowledgement Letter in the form of Appendix 3
to this Agreement. The new companies shall enjoy the same rights and obligations
as other Target Companies; the shareholders of the new companies shall enjoy the
same rights and obligations as other Pledgors hereunder. Considering that the
rights and obligations of the Target Company and relevant Pledgors under the
Agreement are severable and independent, the participation of the new target
companies and their shareholders will not affect the rights and obligations of
the original Target Company and relevant Pledgors, the participation of the new
target companies only requires confirmation of Guo-Heng by signature.Each of the
Target Company hereby irrevocably and unconditionally agree the participation of
the new companies and their shareholders and further confirm that shareholders
of any new target companies can pledge their equity of the new target companies
to Guo-Heng according to the stipulation of this Agreement not necessarily with
consent of the original Target Company or their relevant Pledgors.

      


      


       [The
remainder of this page is left blank]

      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (EXECUTION
PAGE)

      IN
WITNESS HEREOF, the following Parties have caused this Equity Pledge Agreement
to be executed as of the date and in the place first here
abovementioned.

      


      


      


      GUOJUN
WANG

      


      Signature
by:  /s/ Guojun Wang

      


      MING
MA

      


      Signature
by:  /s/ Ming Ma

      


      SHUANGDA
WANG

      


      Signature
by:  /s/ Shuangda Wang

      


      CAIQIN
WANG

      


      Signature
by:  /s/ Caiqin Wang

      


      YANJIE
LIU

      


      Signature
by:  /s/ Yanjie Liu

      


      DEJUAN
ZHOU

      


      Signature
by:  /s/ Dejuan Zhou

      


      YI
TAN

      


      Signature
by:  /s/ Yi Tan

      


      JINGRU
DU

      


      Signature
by:  /s/ Jingru Du

      


      JINGRU
DU

      


      Signature
by:  /s/ Jingru Du

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ZHENG
WANG

       

      Signature
by:  /s/ Zheng Wang

      


      


      DALIAN
V-MEDIA GROUP CO.,LTD (Company chop)

      


      Signed
by:                      //signed//

      Name:

      Position:                      Authorized
Representative

      


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

      


      Signed
by:                      //signed//

      Name:

      Position:                      Authorized
Representative

      


      


      SHENYANG
VASTITUDE MEDIA CO., LTD   (Company chop)

       

      
        Signed
by:                      //signed//

      

      Name:                           


      Position:                      Authorized
Representative

      


      


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

       

      
        Signed
by:                      //signed//

      

      Name:                           


      Position:                      Authorized
Representative

      


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

      
         

        Signed
by:                      //signed//

      

      Name:                        

      Position:                      Authorized
Representative

      


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

       

      
        Signed
by:                      //signed//

      

      Name:                          


      Position:                      Authorized
Representative

      


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

       

      
        Signed
by:                      //signed//

      

      Name:

      Position:                      Authorized
Representative

      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      APPENDIX
I

      


      BASIC
INFORMATION OF OTHER TARGET COMPANY WHICH V-MEDIA HOLDS THE EQUITY

      
 

      
        
          	
                  COMPANY

                  NAME

                	 	
                  REGISTERED

                  ADDRESS

                	 	
                  REGISTERED
      CAPITAL

                	 	
                  LEGAL
      REPRESENTATIVE

                	 	
                  EQUITY

                  STRUCTURE

                
	
                  Shenyang
      Vastitude Media Co., Ltd

                	 	
                  No.5B-2-1,
      No.136,Huigong Road, Shenhe District, Shenyang, Liaoning

                	 	
                  RMB
      3,000,000

                	 	
                  Guojun
      Wang

                	 	
                  Dalian
      Vastitude Media Group Co., Ltd.  100%

                
	
                  Tianjin
      Vastitude AD Media Co.,Ltd

                   

                	 	
                  No.
      1-2-1217, Chengjijimao Centre, East-North Cross Corner of Xian Road and
      Changsha Road, Heping District, Tianjing

                	 	
                  RMB
      1,000,000

                	 	
                  Hongwen
      Liu

                	 	
                  Dalian
      Vastitude Media Group Co., Ltd. 100%

                
	
                  Dalian
      Vastitude Engineering & Design Co., Ltd

                   

                	 	
                  No.
      7, Floor 8, No.68 Renmin Road, Zhongshan District, Dalian City,
      Liaoning

                	 	
                  RMB
      3,000,000

                	 	
                  Caiqin
      Wang

                	 	
                  Dalian
      Vastitude Media Group Co., Ltd. 83.3%, Caiqin Wang 13.3%, Hongwei Sun
      3.4%

                
	
                  Dalian
      Vastitude &Modern Transit Media Co., Ltd

                   

                	 	
                  No.401,
      Administrative Office, Huayuan Industrial Zone, Dalian,
      Liaoning

                	 	
                  RMB
      4,000,000

                	 	
                  Guojun
      Wang

                	 	
                  Dalian
      Vastitude Media Group Co., Ltd 70%, Dalian Modern Transit Media Co., Ltd
      30%

                
	
                  Dalian
      Vastitude Network Technology Co., Ltd

                	 	
                  No.1-3
      Room, 22#, No.541 Huangpu Road, Dalian New Technology and Industry
      Development Zone

                	 	
                  RMB
      1,000,000

                	 	
                  Hong
      Zhu

                	 	
                  Dalian
      Vastitude Media Group Co., Ltd 60%, Dalian Chengshu Technology Co.,Ltd
      40%

                


        



      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


      


      


      


      APPENDIX
II:

      


      FORMAT OF
THE POWER OF ATTORNEY

      


      I/The
company, ____________, hereby entrusts ____________, [with his/her identity card
number ____________,] to be my/the company's authorized trustee to sign on
my/the company's behalf all legal documents necessary or desirous for Dalian
Guo-Heng Management & Consultting Co., Ltd. to exercise their rights under
the Equity Pledge Agreement between them, myself/our company and local
advertising companies.

      


      


      


      


      Signature:

      Date:

      


       
 


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      APPENDIX
III

      


      ACKNOWLEDGEMENT
LETTER

      


      [-]
(identity card number: ____________________)/[-]limited liability company
(registered address: ____________________)(hereinafter, "PARTICIPATED PLEDGOR")
and [-]limited liability company (registered address: ____________________)
(hereinafter, "PARTICIPATED TARGET COMPANY") hereby agree to participate in
Equity Pledge Agreement dated on NOVERMBER 6, 2009 between Dalian Guo-Heng
Management & Consultation Co.,Ltd (hereinafter "GUO-HENG"), and other
relevant parties (hereinafter, "EQUITY PLEDGE AGREEMENT") as an independent
contract party. Participated Pledgors and Participated Target Companies pledge
the equity of the Participated Target Companies which constitute [ ]% of the
registered capital of the Participated Target Companies to Guo-Heng as the date
of the Acknowledgement Letter to secure the following contractual
obligations:

       

      This
Acknowledgement Letter once executed by the Participated Pledgors and
Participated Target Company, Participated Pledgors and Participated Target
Companies shall make the same undertakings and warranties with those of Pledgors
and Target Companies under the Equity Pledge Agreement, agree to perform the
obligations of Pledgors and Target Company stipulated in the Equity Pledge
Agreement, and admit the rights and obligations of Parties under the Equity
Pledge Agreement.

       

      [Name of
Participated Pledgors]

      (Company
chop)

      


      Signature
by:

      Name:

      Position:                      Authorized
Representative]

      


      [Name of
Participated Target Company]

      (Company
chop)

      


      Signature
by:

      Name:

      Position:                      Authorized
Representative]

      


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

      


      Signature
by:

      Name:

      Position:                      Authorized
Representative]