exv4w10






EXHIBIT 4.10



CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN 

OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 

REQUESTED
WITH RESPECT TO THE OMITTED PORTION.




Dated 20 January 2010_ 




POSTERSCOPE ADVERTISING LIMITED



and



AEGIS MEDIA PACIFIC LTD.



and



MEDIA PORT HOLDINGS LIMITED



and



CHARM COMMUNICATIONS INC.



and



POSTERSCOPE (HONG KONG) LIMITED



 






Joint Venture Agreement



regarding



Posterscope (Hong Kong) Limited

(to be renamed “VHC Hong Kong Limited”)

and



 (Beijing Vizeum Advertising Co. Ltd.)



 























 








TABLE OF CONTENT




	 	 	 	 	 
	Clause	 	Page	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	5	 
	2. ACQUISITION OF BENEFICIAL INTEREST
	 	 	9	 
	3. ACQUISITION OF TITLE
	 	 	10	 
	4. CONDITIONS
	 	 	10	 
	5. CLOSINGS
	 	 	12	 
	6. POST CLOSING COVENANTS
	 	 	14	 
	7. WARRANTY AND COVENANTS
	 	 	16	 
	8. INDEMNITY AND LIMITATION OF LIABILITIES
	 	 	23	 
	9. GUARANTEE
	 	 	23	 
	10. GENERAL
	 	 	24	 
	11. GOVERNING LAW
	 	 	25	 
	12. CONFIDENTIALITY OF INFORMATION
	 	 	25	 
	13. NOTICES
	 	 	26	 
	SCHEDULE 1 PARTICULARS OF THE COMPANY
	 	 	30	 
	SCHEDULE 2 PARTICULARS OF BEIJING VIZEUM
	 	 	31	 
	SCHEDULE 3 LIST OF BEIJING VIZEUM CLIENTS
	 	 	32	 
	SCHEDULE 4 [RESERVED]
	 	 	33	 
	SCHEDULE 5 LIST OF CHARM’S DESIGNATED CLIENTS FOR BEIJING VIZEUM 
	 	 	34	 
	SCHEDULE 6 DISCLOSURE LETTER
	 	 	36	 
	EXHIBIT 1 COMPANY’S AUDITED ACCOUNTS
	 	 	37	 
	EXHIBIT 2 COMPANY’S MANAGEMENT ACCOUNTS
	 	 	39	 
	EXHIBIT 3 BEIJING VIZEUM’S AUDITED ACCOUNTS
	 	 	41	 
	EXHIBIT 4 BEIJING VIZEUM’S MANAGEMENT ACCOUNTS
	 	 	43	 
	EXHIBIT 5 SHAREHOLDERS’ AGREEMENT
	 	 	45	 
	EXHIBIT 6 VIZEUM TRADEMARK LICENSE AGREEMENT
	 	 	46	 
	EXHIBIT 7 FORM OF THE DEED OF NON-COMPETITION
	 	 	I	 





















 







THIS JOINT VENTURE AGREEMENT is made on 20 January 2010



BETWEEN:





	(1)	 	POSTERSCOPE ADVERTISING LIMITED (“PAL”), a company incorporated under the laws of Hong Kong
with its registered office as at the date hereof at 16th Floor, 633 King’s Road,
North Point, Hong Kong;






	(2)	 	POSTERSCOPE (HONG KONG) LIMITED (the “Company”), a company incorporated under the laws of
Hong Kong with its registered office as at the date hereof at 16th Floor, 633
King’s Road, North Point, Hong Kong;






	(3)	 	MEDIA PORT HOLDINGS LIMITED (“Media Port”), a company incorporated under the laws of the
British Virgin Islands with its registered office as at the date hereof at P.O. Box 957,
Offshore Incorporations Centre, Road, Town, Tortola, British Virgin Islands;






	(4)	 	CHARM COMMUNICATIONS INC. (“Charm”), a company incorporated under the laws of the Cayman
Islands with its registered office as at the date hereof at P.O. Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands; and






	(5)	 	AEGIS MEDIA PACIFIC LTD. (“Aegis”), a company incorporated and existing under the laws of
England and Wales with an office situated at Parker Tower, 43 – 49 Parker Street, London,
England, WC2B 5P5.





RECITALS:





	(A)	 	As at the date hereof, PAL is the registered and beneficial owner of 100 fully paid up
ordinary shares of HK$1.00 each in the issued share capital of the Company representing 100%
of the total issued share capital of the Company. The particulars of the Company as at the
date hereof are set out in Schedule 1.
	 
	(B)	 	The audited financial statements of the Company for the period from 1 January 2007 to 31
December 2008 (the “Company’s Audited Accounts”) and the unaudited management accounts of the
Company for the period from 1 January 2009 to 30 November 2009 (the “Company’s Management
Accounts”) are attached hereto as Exhibits 1 and 2, respectively,
(collectively, the “Company’s Accounts”).
	 
	(C)	 	 (Beijing Vizeum Advertising Co. Ltd.) (“Beijing Vizeum”) is a wholly
foreign-owned enterprise established in the PRC and a direct wholly-owned subsidiary of Aegis
Group plc. The particulars of Beijing Vizeum as at the date hereof are set out in Schedule
2.
	 
	(D)	 	The audited financial statements of Beijing Vizeum for the period from 1 January 2007 to 31
December 2008 (“Beijing Vizeum’s Audited Accounts”) and the unaudited management account of
the Company for the period from 1 January 2009 to 30 November 2009 (“Beijing Vizeum’s
Management Accounts”) are attached hereto as Exhibits 3 and 4, respectively
(collectively, “Beijing Vizeum’s Accounts”).
	 
	(E)	 	Aegis Group plc. and the Company have executed and delivered all documents relating to the
transfer of the legal title (the “Transfer of Vizeum Title”) in Aegis Group plc’s




3









 






	 	 	rights and interest in Beijing Vizeum to the Company. The Transfer of Vizeum Title is
subject only to the approval by and registration with the relevant authorities in the PRC.
Upon completion of the Transfer of Vizeum Title, Beijing Vizeum will become a direct
wholly-owned subsidiary of the Company.
	 
	(F)	 	PAL and Media Port wish to enter into a joint venture, owned as to sixty per cent (60%) by
Media Port and forty per cent (40%) by PAL, to carry on the business of media planning and
buying on behalf of advertising clients or their advertising agents in the PRC (the “Joint
Venture”), and PAL and Media Port wish to form the Joint Venture using the Company and Beijing
Vizeum.
	 
	(G)	 	In the event that the Transfer of Vizeum Title cannot take place for any reason, PAL and
Media Port shall use their best endeavours by 30 June 2010 to form the Joint Venture utilizing
an alternative structure to that contemplated herein with the intent that Media Port shall own
sixty per cent (60%) and PAL shall own forty per cent (40%), directly or indirectly, of a
company in the PRC holding a business licence allowing that company to engage in the business
of the Joint Venture as described in Recital F above.
	 
	(H)	 	Pending the completion of the Transfer of Vizeum Title, Media Port will acquire from the
Company a beneficial interest in and to Sixty per cent (60%) of the business of the Company
comprising of an undivided interest in the assets and liabilities of the Company.
	 
	(I)	 	On or prior to Closing – Beneficial Interest, the Company will issue and allot to PAL and PAL
has agreed to subscribe from the Company an additional Three Hundred (300) ordinary shares at
par value of HK$1.00 each in the share capital of the Company at the subscription price of
HK$1,233,387.00.
	 
	(J)	 	Upon the completion of the Transfer of Vizeum Title, the Company has agreed to issue and
allot to Media Port and Media Port has agreed to subscribe from the Company Six Hundred (600)
ordinary shares of HK$1.00 each in the share capital of the Company which would represent 60%
of the total issued share capital of the Company (the “Subscribed Shares”) subject to the
terms and conditions hereinafter contained whereupon the interests of Media Port in the
beneficial interest in and to the Company shall merge with its ownership of the legal title in
the Company through the Subscribed Shares.
	 
	(K)	 	Charm is the sole registered and beneficial shareholder of Media Port and agrees to enter
into this Agreement to guarantee the obligations of Media Port hereunder.
	 
	(L)	 	Aegis is an Affiliate of PAL and agrees to enter into this Agreement to guarantee the
obligations of PAL hereunder.
	 
	(M)	 	The Transfer of Vizeum Title (pending the approval by and registration with the relevant
authorities in the PRC) are entered into contemporaneously with the investment in Charm by
Aegis with the intent that the investment by Aegis in Charm and the formation of the joint
venture with Media Port through the Company, or as may otherwise be structured as contemplated
by Recital G above, are part of the same overall transaction.










4









 










NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements
of the Parties contained herein, the Parties agree as follows:




1. DEFINITIONS AND INTERPRETATION





	1.1	 	In this Agreement (including the Recitals) the following words and expressions shall (except
where context otherwise requires) have the following meanings:





	 	 	 
	“Aegis Group”

	 	means the group of companies comprising the
Aegis Group plc and its subsidiaries. The
expression “member of the Aegis Group” shall
be construed accordingly.
	 
	 	 
	“Aegis”

	 	has the meaning ascribed to it in the Preamble.
	 
	 	 
	“Affiliate”

	 	in respect of any specified person or entity,
means a person that directly or indirectly
Controls, is Controlled by or is under common
Control with such specified person or entity.
	 
	 	 
	“Beijing Vizeum”

	 	has the meaning ascribed to it in Recital (C).
	 
	 	 
	“Beijing Vizeum’s Accounts”

	 	has the meaning ascribed to it in Recital (D).
	 
	 	 
	“Beijing Vizeum’s Audited 

Accounts”

	 	has the meaning ascribed to it in Recital (D).
	 
	 	 
	“Beijing Vizeum’s 

Management Accounts”

	 	has the meaning ascribed to it in Recital (D).
	 
	 	 
	“Beneficial Interest”

	 	has the meaning ascribed to it in Clause 2.1.
	 
	 	 
	“Business Days”

	 	means a day (not being a Saturday or Sunday)
on which banks are open for general banking
business in Hong Kong.
	 
	 	 
	“Charm Share Subscription 

Agreement”

	 	means the subscription agreement dated as of
20 January 2010 made between Aegis, Merry
Circle Trading Limited, Mr. Dang and Charm in
respect of the shares of Charm.
	 
	 	 
	“Charm Shareholders’

Agreement”

	 	means the second amended and restated
shareholders’ agreement dated as of 20 January
2010 made, inter alia, between Aegis, Mr. Dang
and Charm.
	 
	 	 
	“Charm Transaction 

Agreements”

	 	means the Charm Share Purchase Agreement,
Charm Shareholders’ Agreement and the
documents and agreements contemplated therein.






5









 






	 	 	 
	“Closing”

	 	means Closing — Beneficial Interest or Closing
— Title.
	 
	 	 
	“Closing — Beneficial 

Interest”

	 	means the completion of the declaration of
vesting of beneficial interest in and to 60%
of the assets and liabilities of the Company
contemplated herein.
	 
	 	 
	“Closing — Title”

	 	means the completion of the subscription for
the Subscribed Shares contemplated herein.
	 
	 	 
	“Closing Date”

	 	means Closing Date — Beneficial Interest or
Closing Date — Title.
	 
	 	 
	“Closing Date — Beneficial
Interest”

	 	means 20 January 2010 or such other date as
the Company and Media Port may mutually agree.
	 
	 	 
	“Closing Date — Title”

	 	means the date which is five (5) Business Days
following the approval and completion of all
steps to register the change in registered
owner of Beijing Vizeum to the Company.
	 
	 	 
	“Company”

	 	has the meaning ascribed to it in the Preamble.
	 
	 	 
	“Company’s Accounts”

	 	has the meaning ascribed to it in Recital (B).
	 
	 	 
	“Company’s Audited 

Accounts”

	 	has the meaning ascribed to it in Recital (B).
	 
	 	 
	“Company’s Management 

Accounts”

	 	has the meaning ascribed to it in Recital (B).
	 
	 	 
	“Control”

	 	means, in relation to any person at any time,
the power (whether directly or indirectly and
whether by ownership of share capital,
possession of voting power, contract or
otherwise) to appoint the majority of the
members of the governing body or management,
or otherwise to control the affairs and
policies of that other person.
	 
	 	 
	“Deed of Non-Competition”

	 	means the deed of non-competition to be
executed by Mr. Dang in the form set out in
Exhibit 7.
	 
	 	 
	“Disclosed”

	 	means matters expressly set out in this
Agreement (including the Schedule and
Exhibits), the Company’s Accounts, Beijing
Vizeum’s Accounts or the Disclosure Letter.
	 
	 	 
	“Disclosure Letter”

	 	means the letter by PAL and the Company to
Media Port on or before the execution and






6









 






	 	 	 
	 

	 	delivery of this Agreement, attached hereto as
Schedule 6; unless otherwise indicated
therein, all capitalized terms used in the
Disclosure Letter shall have the meanings
ascribed to them in this Agreement.
	 
	 	 
	“Employees”

	 	has the meaning ascribed to it in
Clause 7.1.7.
	 
	 	 
	“Encumbrance(s)”

	 	means any interest or equity (including any
retention of title, right to acquire, option
or right of pre-emption) or any mortgage,
charge, pledge, lien, claim or assignment or
any other encumbrance, priority or security
interest or arrangement of whatsoever nature.
	 
	 	 
	“Hong Kong”

	 	means the Hong Kong Special Administrative
Region of the People’s Republic of China.
	 
	 	 
	“Hong Kong GAAP”

	 	means the generally accepted accounting
principles applicable in Hong Kong,
consistently applied.
	 
	 	 
	“ICC Rules”

	 	has the meaning ascribed to it in
Clause 11.
	 
	 	 
	“Investment Amount”

	 	has the meaning ascribed to it in
Clause 2.1.
	 
	 	 
	“Joint Venture”

	 	has the meaning ascribed to it in Recital (F).
	 
	 	 
	“Macau”

	 	means the Macau Special Administrative Region
of the People’s Republic of China.
	 
	 	 
	“Mr. Dang”

	 	means Mr. Dang He, a PRC citizen with PRC
Passport Number G38016389.
	 
	 	 
	“PRC”

	 	means for the purpose of this Agreement, the
People’s Republic of China excluding Hong Kong
and Macau.
	 
	 	 
	“PRC GAAP”

	 	means the generally accepted accounting
principles promulgated and in effect from time
to time applicable in the PRC, consistently
applied.
	 
	 	 
	“Renminbi” or “RMB”

	 	means the lawful currency of the PRC.
	 
	 	 
	“Shareholders Agreement”

	 	means the shareholders agreement to be entered
into between Media Port, PAL, the Company,
Charm and Aegis, in such form and substance as
set out in Exhibit 5.
	 
	 	 
	“Subscribed Shares”

	 	has the meaning ascribed to it in Recital (J).






7









 






	 	 	 
	“Transfer of Vizeum Title”

	 	has the meaning ascribed to it in Recital (E).
	 
	 	 
	“Warranties”

	 	means the representations and warranties given
by PAL and the Company to Media Port as more
particularly set out in Clause 7.







	1.2	 	In this Agreement, words and expressions defined in the Companies Ordinance (Cap. 32 of the
Laws of Hong Kong) shall bear the same meaning as in that Ordinance.
	 
	1.3	 	In this Agreement, save where the context otherwise requires:






	 	1.3.1	 	a reference to a statute or statutory provision shall include a reference:






	 	(a)	 	to that statute or provision as from time to time consolidated,
modified, re-enacted or replaced by any statute or statutory provision;
	 
	 	(b)	 	to any repealed statute or statutory provision which it
re-enacts (with or without modification); and
	 
	 	(c)	 	any subordinate legislation made under the relevant statute.






	 	1.3.2	 	words in the singular shall include the plural, and vice versa;
	 
	 	1.3.3	 	the masculine gender shall include the feminine and neutral and vice versa;
	 
	 	1.3.4	 	a reference to a person shall include a reference to a firm, a body corporate,
an unincorporated association or to a person’s executors or administrators;
	 
	 	1.3.5	 	a reference to a clause, sub-clause, and Schedule and Exhibit shall be a
reference to a clause, sub-clause, Schedule and Exhibit (as the case may be) of or to
this Agreement;
	 
	 	1.3.6	 	if a period of time is specified and commences from a given day or the day of
an act or event, it shall be calculated inclusive of that day;
	 
	 	1.3.7	 	references to any legal term for any action, remedy, method or judicial
proceeding, legal document, legal status, court, official or any legal concept or thing
shall in respect of any jurisdiction other than Hong Kong be deemed to include what
most nearly approximates in that jurisdiction to the Hong Kong legal term;
	 
	 	1.3.8	 	references to writing shall include any modes of reproducing words in a
legible and non-transitory form;
	 
	 	1.3.9	 	all warranties, representations, indemnities, covenants, agreements and
undertakings given or entered into by more than one person are given or entered into by
them jointly and severally, unless otherwise specified;
	 
	 	1.3.10	 	the headings in this Agreement are for convenience only and shall not affect the
interpretation of any provision of this Agreement;




8









 






	 	1.3.11	 	references to this Agreement include this Agreement as amended or supplemented in
accordance with its terms; and
	 
	 	1.3.12	 	to the extent that it can be qualified, any matter involving more than Five Hundred
Thousand Hong Kong Dollars (HK$500,000) shall be deemed to be “material” when such
expression is used in this Agreement, and any event, change, action, failure to act,
liability, obligation, fact, circumstance, or any similar thing will be deemed to have
a “Material Adverse Effect” if the effect thereof, individually or when aggregated with
other effects, is materially adverse to the financial condition, properties, assets,
liabilities, business, operations or results of operations of the Company and/or
Beijing Vizeum taken as a whole.






	1.4	 	The designations adopted in the recitals and introductory statements preceding this clause
apply throughout this Agreement and the Schedules.
	 
	2.	 	ACQUISITION OF BENEFICIAL INTEREST
	 
	2.1	 	Acquisition of Beneficial Interest. Media Port and PAL agree to form the Joint Venture in
the Company by the acquisition by Media Port of Sixty Per Cent (60%) of the Joint Venture for
the consideration of Three Million Six Hundred Thousand Renminbi (RMB3,600,000) or its
equivalent in Hong Kong dollars (the “Investment Amount”) in cash payable to the Company
whereupon the Company shall hold Sixty Per Cent (60%) of all of its undivided assets and
liabilities (the “Beneficial Interest”) for the sole and exclusive benefit of Media Port.
	 
	2.2	 	Declaration of Beneficial Interest. The Company hereby declares that from and as of the
Closing – Beneficial Interest, it holds the Beneficial Interest as bare trustee and nominee
for and on behalf of Media Port. The Company acknowledges that it has no beneficial interest
in the Beneficial Interest and all other attributes of the beneficial ownership of the
Beneficial Interest shall be and remain in Media Port. Except as expressly provided herein,
the Company shall deal with the Beneficial Interest only as expressly directed by Media Port
and shall do no act relating to the Beneficial Interest without the express authorization and
direction in writing of Media Port. All income and other interests accrued from the
Beneficial Interest and all rights to exploit such interests belong beneficially and
exclusively to Media Port and the Company has no legal or beneficial interest in the
Beneficial Interest or right to make use of the Beneficial Interest or any interests accruing
therein except as provided in this Joint Venture Agreement.
	 
	2.3	 	Liabilities of Media Port. Media Port shall be responsible for all expenses, losses,
charges, encumbrances or liabilities in any way connected with or related to the Beneficial
Interest, and all obligations, responsibilities, acts or omissions pertaining to the
Beneficial Interest shall be performed by or be the responsibility of Media Port.
	 
	2.4	 	Indemnification of the Company. Media Port shall indemnify and hold the Company harmless
from and against any and all costs, expenses, losses, damages, claims, demands and liabilities
that the Company may incur or that may be brought against the Company, as the case may be, by
reason of the Company acting in its capacity holding the Beneficial Interest for Media Port or
by reason of anything done under the terms of this Agreement relating to the Beneficial
Interest.




9









 






	2.5	 	Consent to Beneficial Interest. PAL hereby agrees and consents to the Company holding the
Beneficial Interest for and on behalf of Media Port as contemplated herein.
	 
	3.	 	ACQUISITION OF TITLE
	 
	3.1	 	Issuance of Company Shares. Upon (i) obtaining the approvals of the transfer of the equity
interest in Beijing Vizeum to the Company issued by the State Administration for Industry and
Commerce and the Beijing Municipal Commission of Commerce and (ii) completing the registration
of such transfer with the Beijing Administration for Industry and Commerce, the Company shall,
within five (5) Business Days thereof, issue the Subscribed Shares to Media Port in
consideration of the full and complete discharge and release of the obligations of the Company
under Clause 2 hereof to effect the Transfer of Title whereupon the Closing – Title shall be
completed and the interests of Media Port in the beneficial interest in and to the Company
shall be deemed to have merged with its ownership of the legal title in the Company through
the Subscribed Shares.
	 
	3.2	 	Subscription. To effect the foregoing, the Company shall be entitled to release the
subscription form executed and delivered by Media Port to subscribe for and the Company shall
issue and allot to Media Port the Subscribed Shares at a premium as legal and beneficial
owner. The Subscribed Shares shall be deemed as having been fully paid by Media Port, and no
additional consideration shall be payable by Media Port to the Company upon Closing — Title;
provided, that Media Port shall have fully paid the Investment Amount pursuant to Clause
2.1 upon Closing — Beneficial Interest.
	 
	4.	 	CONDITIONS
	 
	4.1	 	Conditions Precedent — Beneficial Interest. The completion of the acquisition of Beneficial
Interest is subject to the satisfaction of the following conditions:






	 	4.1.1	 	the subscription for the shares in Charm pursuant to the Charm Share
Subscription Agreement has completed according to the terms and conditions therein
contained;
	 
	 	4.1.2	 	those clients of Beijing Vizeum whose names are set out in Schedule 3
(or such other client(s) as may be substituted by PAL prior to the Closing — Beneficial
Interest on the basis of equal or greater revenue contribution to Beijing Vizeum;
provided, that such other client(s) shall have entered into media planning, buying and
consultancy service agreements or arrangements with Beijing Vizeum prior to the Closing
 — Beneficial Interest which will come into effect upon the Closing — Beneficial
Interest and the Company shall consult with Media Port on the terms and conditions of
the service agreements or arrangements before entering into such service agreements or
arrangements) remain clients of Beijing Vizeum on the Closing Date — Beneficial
Interest and, as of the Closing Date — Beneficial Interest, the agreements or
arrangements with such clients of Beijing Vizeum shall remain valid, in full force and
effect and binding upon Beijing Vizeum and, to the knowledge of the Company, all other
parties thereto.
	 
	 	4.1.3	 	no order or judgement of any court or governmental, statutory or regulatory
body having been issued or made prior to Closing — Beneficial Interest, which




10









 






	 	 	 	has the effect of making unlawful or otherwise prohibiting the consummation of the
Transfer of Beneficial Interest contemplated by this Agreement;
	 
	 	4.1.4	 	all of the Warranties are true and correct in all material respects as of the
date of this Agreement and as of the Closing Date – Beneficial Interest as if made as
of the Closing Date – Beneficial Interest;
	 
	 	4.1.5	 	save for any change in the clients of Beijing Vizeum mutually agreed between
PAL and Media Port, there has been no change in the business, operation, prospects or
condition, financial or otherwise, of the Company or Beijing Vizeum from the date
hereof to the Closing Date – Beneficial Interest which results or would reasonably be
expected to result in a Material Adverse Effect;
	 
	 	4.1.6	 	[Reserved]
	 
	 	4.1.7	 	the Company has delivered to Media Port all of the items expressly required to
be delivered to Media Port on or before Closing – Beneficial Interest pursuant to the
terms of this Agreement, including but not limited to, those provided for in Clause
5.2.2.






	4.2	 	Conditions Precedent – Subscribed Shares. The completion of the subscription and issuance of
Subscribed Shares is subject to the satisfaction of the following conditions:






	 	4.2.1	 	the subscription for the Subscribed Shares pursuant to the Charm Share
Subscription Agreement has completed in accordance with the terms and conditions
thereof;
	 
	 	4.2.2	 	the completion of the following steps required to effect the transfer of the
equity interests in Beijing Vizeum to the Company: (i) obtaining the approvals of such
transfer issued by the State Administration for Industry and Commerce and the Beijing
Municipal Commission of Commerce and (ii) completing the registration of such transfer
with the Beijing Administration for Industry and Commerce;
	 
	 	4.2.3	 	no order or judgement of any court or governmental, statutory or regulatory
body having been issued or made prior to Closing – Title, which has the effect of
making unlawful or otherwise prohibiting the consummation of the Transfer of Vizeum
Title contemplated by this Agreement;
	 
	 	4.2.4	 	all of the Warranties are true and correct in all material respects as of the
date of this Agreement;
	 
	 	4.2.5	 	the Company and Beijing Vizeum have procured that, to the satisfaction of
Media Port acting reasonably, all Related Party Transactions have been settled and
discharged in full. For the purpose hereof, the term “Related Party Transactions”
shall mean any transactions between the Company and/or Beijing Vizeum on the one hand,
and any member of Aegis Group on the other hand, other than transactions expressly
provided under this Agreement and those arising in the ordinary course of the Company’s
and/or Beijing Vizeum’s businesses conducted on arm’s-length basis and under fair and
reasonable terms;




11









 






	 	4.2.6	 	the Company shall have entered into a trademark license agreement with Aegis
Trademarks BV for the use of the name and trademark of “Vizeum” in the form and
substance attached hereto as Exhibit 6 (the “Trademark License Agreement”); and
	 
	 	4.2.7	 	the Company shall have issued and allotted to PAL and PAL shall have
subscribed from the Company an additional Three Hundred (300) ordinary shares at par
value of HK$1.00 each in the share capital of the Company for HK$1,233,387.00.






	5.	 	CLOSINGS
	 
	5.1	 	The Closing — Beneficial Interest shall take place concurrently with the closing under the
Charm Share Subscription Agreement, or such other date as the parties hereto may agree. The
Closing — Title shall take place within five (5) Business Days after satisfaction of the
conditions to the Closing — Title described under Clause 4.2, or such other date as
the parties hereto may agree. Each Closing shall take place at such place as the parties
hereto may agree, on the respective Closing Dates.
	 
	5.2	 	Upon Closing – Beneficial Interest, the following business shall be transacted:






	 	5.2.1	 	Media Port shall:






	 	(a)	 	pay the Investment Amount to the Company; and
	 
	 	(b)	 	provide the form of subscription for the Subscribed Shares
executed by Media Port.






	 	5.2.2	 	The Company shall deliver to Media Port the following:






	 	(a)	 	a valid resolution of the board of directors of the Company
approving (i) the transactions described under Clause 2, (ii) the
resignation of directors as described under Clause 5.2.2(d), and (iii) the
appointment of directors designated by Media Port pursuant to Clauses
2.2 of the Shareholders’ Agreement;
	 
	 	(b)	 	the certificate of incorporation, business registration
certificate, memorandum and articles of association, common seal, rubber chop,
stamp, minute book, statutory register, share certificate books, ledgers,
accounts, bank books, cheque books and bank statements (if applicable) of the
Company;
	 
	 	(c)	 	any other property and documents of the Company which may be in
the Company’s possession or under its control;
	 
	 	(d)	 	such resignation letters from directors and secretary of the
Company acknowledging that they have no claim against the Company, if required
by Media Port (subject nevertheless to Clauses 2.2 and 2.6 of
the Shareholders’ Agreement);




12









 






	 	(e)	 	the register of directors of the Company updated showing that
persons nominated by Media Port as directors of the Company have been
registered as directors of the Company; and
	 
	 	(f)	 	resolution required to change all the bank signatories of all
bank accounts of the Company to such person(s) as nominated by the Chief
Executive Officer and Finance Director of the Company acting jointly.






	 	5.2.3	 	Media Port, PAL, the Company, Charm and Aegis shall enter into the
Shareholders Agreement in respect of the management and governance of the Company and
Beijing Vizeum.
	 
	 	5.2.4	 	Media Port shall deliver the original Deed of Non-Competition duly executed by
Mr. Dang to PAL.
	 
	 	5.2.5	 	Media Port shall pay half (1/2) share of any stamp, transfer or capital duty
or other taxes that may be payable on the subscription or issuance of the Subscribed
Shares.






	5.3	 	Upon Closing – Title, the following business shall be transacted:






	 	5.3.1	 	The Company shall deliver to (or regarding Clause 5.3.1(e), procure to
be held to the order of) Media Port the following:






	 	(a)	 	the approval document and foreign-invested enterprise
certificate of approval of Beijing Vizeum issued by the Beijing Municipal
Commission of Commerce, and the business license of Beijing Vizeum, each
evidencing the approval or registration, where applicable, of the transfer of
the equity interest in Beijing Vizeum to the Company;
	 
	 	(b)	 	share certificates representing the Subscribed Shares issued in
the name of Media Port;
	 
	 	(c)	 	valid written resolutions of the sole shareholder of the
Company approving the issue of the Subscribed Shares to Media Port hereunder;
	 
	 	(d)	 	the register of members of the Company updated reflecting the
issuance of the Subscribed Shares in the name of Media Port as the registered
holders of the Subscribed Shares;
	 
	 	(e)	 	the business license, foreign-invested enterprise approval
certificate, articles of association, tax registration certificate, foreign
exchange registration certificate, social insurance registration certificate,
company chop, finance chop, minute book, shareholder register, accounts, bank
books, cheque books and bank statements (if applicable) of Beijing Vizeum;
	 
	 	(f)	 	such resignation letters from any directors and legal
representative of Beijing Vizeum as may be required to resign in accordance
with Clauses 2.2 and 2.6 of the Shareholders Agreement
acknowledging that they have no claim against Beijing Vizeum; and




13









 






	 	(g)	 	any other property and documents of each of the Company and
Beijing Vizeum which may be in the Company’s possession or under its control.






	 	5.3.2	 	The Company shall and shall cause Beijing Vizeum to approve the following by
their respective directors:






	 	(a)	 	the resignation of the directors and legal representative of
Beijing Vizeum (as the case may be) mentioned in Clause 5.3.1(f);
	 
	 	(b)	 	such persons nominated by Media Port as directors and legal
representative of Beijing Vizeum (as the case may be) shall be so appointed
(subject to Clauses 2.2 and 2.6 of the Shareholders’
Agreement); and
	 
	 	(c)	 	the location of the registered office of the Company shall be
changed to such location nominated by Media Port.






	6.	 	POST CLOSING COVENANTS
	 
	6.1	 	Posterscope Trademark. Following the Closing – Beneficial
Interest, Media Port hereby covenants with
PAL that Media Port shall not, without
prior written consent from PAL, use and
shall procure that its Affiliates, the
Company, the Company’s Affiliates, Beijing
Vizeum and any other person authorized by
him or them shall not, without the prior
written consent from PAL, use the
trademarks, service marks, logos, trade
names, Internet domain names and corporate
names “Posterscope” or  or any part
thereof, in any of its forms or spellings
other variations thereof or resembling the
same for any purpose whatsoever.
	 
	6.2	 	[Reserved]
	 
	6.3	 	Company Name. Subject to approval by the Companies Registry of Hong Kong on the use of name,
PAL covenants with Media Port that it shall change the name of the Company to “VHC Hong Kong
Limited” (or such other name mutually agreed between PAL and Media Port).
	 
	6.4	 	Formation of Joint Venture. If, for any reason, the Closing – Title cannot take place
including, but not limited to, if the relevant authorities in the PRC do not approve the
transfer of the equity interest in Beijing Vizeum to the Company, then each of PAL and Media
Port hereby covenants with each other to use their respective best endeavours by 30 June 2010
to form the Joint Venture with PAL utilizing an alternative corporate structure that achieves
the objectives set out in Recital (F).
	 
	6.5	 	Transfer of Clients. Media Port agrees to procure that Charm and its Affiliates shall, by 30
April 2010, transfer all existing clients of Media Port and its Affiliates whose names are set
out in Schedule 5 (or such other existing clients of Media Port and its Affiliates as
may be substituted by Media Port prior to 30 April 2010 on the basis of equal or greater
revenue contribution to Beijing Vizeum; provided that such other existing clients shall have
entered into media planning, buying and consultancy service agreements or arrangements with
Beijing Vizeum or otherwise with a company in the PRC as agreed between the Company and Media
Port effective by no later than 30 April 2010 and Media Port shall consult with PAL on the
terms and conditions of the




14









 






	 	 	service agreements or arrangements before
entering into such service agreements or
arrangements) (“Charm’s Designated Clients”) and
who have entered into media planning, buying and
consultancy service agreements with Beijing
Vizeum or otherwise with a company in the PRC as
agreed between the Company and Media Port
effective by no later than 30 April 2010 and on
such terms and conditions mutually agreed
between the Company and Media Port.
	 
	6.6	 	Joint Venture Business.






	 	6.6.1	 	Media Port and Charm shall jointly and severally procure Media Port, Charm and
their Affiliates to complete their obligations set out in Clause 6.5 above to the
effect that sufficient client agreements or arrangements have been referred or
transferred to Beijing Vizeum and/or any of PAL’s Affiliates which would yield to
Beijing Vizeum and/or any of PAL’s Affiliates revenues in the calendar year ended 31
December 2010 of ***** or more (representing 60% of the total revenue target for the
Company for 2010) (“Charm Revenue Contribution”) on an annualized basis for agreements
or arrangements terminating after 31 December 2010 and during the life of the agreement
for agreements or arrangements terminating within 2010; (for the avoidance of doubt,
the revenue yielded to Guangdong Carat China Media Services (China) Ltd. in the
calendar year ended 31 December 2010 resulted from the clients referred by Media Port
and/or Charm shall be included when calculating the Charm Revenue Contribution). If,
before May 1, 2010, Media Port and Charm have not referred or transferred sufficient
client agreements or arrangements to Beijing Vizeum and/or any of PAL’s Affiliates
which would yield to Beijing Vizeum and/or any of PAL’s Affiliates revenues in the
calendar year ended 31 December 2010 ***** or more, and such failure is not cured by
Media and Charm within thirty (30) days after their receipt of written notice of such
failure issued by PAL, Media Port and Charm shall be and shall be deemed to have been
in material breach of this Agreement.
	 
	 	6.6.2	 	PAL and Aegis shall, jointly and severally, maintain the clients listed in
Schedule 3 as at the Closing Date – Beneficial Interest or substitute such
other sufficient client relationships to Beijing Vizeum which would yield to Beijing
Vizeum revenues in the calendar year ended 31 December 2010 of ***** or more
(representing 40% of the total revenue target for the Company for 2010) on an
annualized basis for arrangements terminating after 31 December 2010 and during the
life of the arrangement for arrangements terminating within 2010.






	6.7	 	PAL Call Option. PAL shall have the right, but not the obligation, to call Beneficial
Interest (if a PAL Option Event occurs prior to Closing – Title) or Shares (if a PAL Option
Event occurs on or after Closing – Title), as the case may be, in the Company as follows:






	 	6.7.1	 	If Media Port or Charm is in breach of any provision under Sections
6.5 and 6.6 of this Agreement (each a “PAL Option Event”), PAL shall
have the option, but not the obligation, exercisable on or before 1 July 2010 to
require Media Port to sell to PAL such Beneficial Interest or number of shares (as the
case may be) in the Company held by it or their Affiliates as PAL may determine at (a)
the




15









 






	 	 	 	price equal to the Investment Amount (in the event of the sale of the Beneficial
Interest) or (b) the price per share equal to the Investment Amount divided by the
number of Subscribed Shares (in the event of sale of the shares in the Company)
(adjusted for share splits, consolidations, stock dividends, and similar
transactions) paid by Media Port (the “PAL Call Option Notice”).
	 
	 	6.7.2	 	Subject to the terms and conditions of this Clause 6.7, and if PAL
exercises the PAL Call Option by giving Media Port notice in writing, Media Port or its
Affiliates shall transfer to PAL such Beneficial Interest or number of shares in the
Company (as the case may be) to be purchased by PAL as determined by PAL in the PAL
Call Option Notice, and PAL shall pay to Media Port the consideration calculated as
mentioned in Section 6.7.1 (“PAL Call Price”).
	 
	 	6.7.3	 	If PAL exercises the PAL Call Option, the sale and purchase of the Beneficial
Interests or shares (as the case may be) in the Company will be completed within (30)
days after PAL has given the PAL Call Option Notice to Media Port and at the office of
K&L Gates in Hong Kong or such other place as PAL may determine whereupon PAL shall pay
the PAL Call Price to Media Port against the delivery by Media Port of the following:






	 	(i)	 	duly executed instruments of transfer and sold notes (if
applicable) in respect of the Beneficial Interests or shares (as the case may
be) in the Company to be sold in favour of PAL or its nominee together with
share certificates (if applicable) representing same in the name of Media Port
or its Affiliates; and
	 
	 	(ii)	 	half (1/2) share of any stamp duty or transfer duty payable on
the sale and purchase of the Beneficial Interest or shares (as the case may be
and if applicable) in the Company to be sold.






	 	6.7.4	 	To enable PAL to exercise any of its rights under this Clause 6.7,
Media Port and Charm shall as soon as practicable but in any event before May 1, 2010
deliver to PAL and the Company copies of all client agreements or arrangements entered
into pursuant to Clause 6 on or before 30 April 2010.
	 
	 	6.7.5	 	If PAL exercises the PAL Call Option, each of PAL and Media Port shall be
liable for its own share of taxes (other than stamp duty) in relation to the transfer
of the Beneficial Interest or shares (as the case may be) pursuant to this Clause
6.7.






	7.	 	WARRANTY AND COVENANTS
	 
	7.1	 	Save as Disclosed as of the date hereof, PAL and the Company hereby, jointly and severally,
represent and warrant to Media Port that the matters set forth below are true and accurate as
of the date of this Agreement and, the Closing Date — Beneficial Interest:






	 	7.1.1	 	Accounts
	 
	 	 	 	The Company’s Accounts and Beijing Vizeum’s Accounts:




16









 












	 	(a)	 	have been prepared in accordance with (in the case of the
Company) Hong Kong GAAP, and (in the case of Beijing Vizeum) PRC GAAP;
	 
	 	(b)	 	are accurate and, in respect of the Company’s Audited Accounts
and the Beijing Vizeum’s Audited Accounts, show a true and fair view of the
affairs of the Company and Beijing Vizeum (as the case may be) as at the
specified accounting date and of its results for the accounting reference
period ended on that date;
	 
	 	(c)	 	comply with the requirements of all relevant statutes;
	 
	 	(d)	 	are prepared on consistent basis and policies of accounting;
and
	 
	 	(e)	 	have disclosed all material liabilities or obligations of the
Company and Beijing Vizeum that exist on or prior to the date of the Company’s
Accounts and Beijing Vizeum’s Accounts (whether accrued, fixed, contingent or
otherwise).






	 	7.1.2	 	Position since Management Accounts Date
	 
	 	 	 	Subject to Clause 7.2, since the respective dates of the Company’s
Management Accounts and the Beijing Vizeum’s Management Accounts:






	 	(a)	 	Neither the Company nor Beijing Vizeum has, except in the
ordinary course of business, sold, leased, transferred, or assigned any of its
respective properties, rights or assets having a value in excess of Five
Hundred Thousand Hong Kong Dollars (HK$500,000);
	 
	 	(b)	 	Save and except as disclosed in Section 7.1.2(b) of the
Disclosure Letter, neither the Company nor Beijing Vizeum has, except in the
ordinary course of business, entered into any contract or agreed to any waiver
of material rights under, material modification, amendment or extension of, any
contract requiring or likely to require payments to or from the Company and/or
Beijing Vizeum in any one (1) year of more than Five Hundred Thousand Hong Kong
Dollars (HK$500,000) and no such contract has been terminated or been the
subject of any notice regarding termination;
	 
	 	(c)	 	Neither the Company nor Beijing Vizeum has, except in the
ordinary course of business, increased or modified the compensation or benefits
payable or to become payable to any Key Employee (defined under Clause
7.1.7(a)), including modifying or entering into any contract, plan or
arrangement relating to employment, compensation, benefits, termination,
retention, change-in-control or severance;
	 
	 	(d)	 	Neither the Company nor Beijing Vizeum has mortgaged, pledged
or subjected to any Encumbrances any of its assets having a value in an amount
in excess of One Hundred Thousand Hong Kong Dollars (HK$100,000) in any one
case or Five Hundred Thousand Hong Kong Dollars (HK$500,000) in the aggregate,
other than in connection with expenses incurred in the ordinary course of
business;




17









 






	 	(e)	 	Neither the Company nor Beijing Vizeum has made any loans or
advances in an amount in excess of One Hundred Thousand Hong Kong Dollars
(HK$100,000) in any one case or Five Hundred Thousand Hong Kong Dollars
(HK$500,000) in the aggregate to any person(s), other than in the ordinary
course of business;
	 
	 	(f)	 	Save and except as disclosed in Section 7.1.2(f) of the
Disclosure Letter, neither the Company nor Beijing Vizeum has purchased any
assets or properties in a single transaction or series of related transactions
for an aggregate purchase price exceeding Five Hundred Thousand Hong Kong
Dollars (HK$500,000), other than in the ordinary course of business;
	 
	 	(g)	 	no dividend or other distribution has been declared, paid or
made by the Company and Beijing Vizeum save as Disclosed as of the date hereof;
and
	 
	 	(h)	 	the Company and Beijing Vizeum has not issued or agreed to
issue any share or equity interest (as the case may be) or grant any option or
right to acquire or subscribe any of the shares or equity interest (as the case
may be) in the Company or Beijing Vizeum save as provided in Clauses 2,
3 and 4.2.6.






	 	7.1.3	 	Legal proceedings; Licenses






	 	(a)	 	The Company and Beijing Vizeum are not engaged or proposing to
engage in any litigation, arbitration, prosecution or other legal or
administrative proceedings, and there are no claims or actions (whether
criminal or civil) in progress, outstanding, pending or threatened against the
Company or Beijing Vizeum, any of its assets or any of its directors or
officers or in respect of which the Company or Beijing Vizeum is liable to
indemnify any party concerned.
	 
	 	(b)	 	The Company and Beijing Vizeum have obtained all material
permits and licenses required or reasonably necessary for the Company and
Beijing Vizeum to have in order to lawfully conduct their business immediately
after the Closing in substantially the same manner as conducted at and prior to
the Closing. The Company and Beijing Vizeum are in compliance with all material
requirements under such permits and licenses and each of such permits and
licenses is in full force and effect.






	 	7.1.4	 	Corporate Status






	 	(a)	 	Subject to any change as a result of the completion of the
transfer of the equity interest of Beijing Vizeum from Aegis Group plc to the
Company and the transactions contemplated herein, the information of the
Company and Beijing Vizeum set out in Schedules 1 and 2 hereto
are true and accurate in all material respect;




18









 






	 	(b)	 	The Company and Beijing Vizeum have been duly incorporated,
established or constituted (as the case may be), and are legally subsisting
under the laws of their respective place of incorporation; and
	 
	 	(c)	 	There has been no resolution, petition or order nor has any
step been taken for the winding-up of the Company or Beijing Vizeum and no
receiver has been appointed in respect thereof or any part of the assets
thereof and no such resolutions, orders and appointments are imminent or likely
nor are there any grounds upon which such resolutions, orders and appointments
could be based.
	 
	 	(d)	 	Neither the Company nor Beijing Vizeum has any subsidiaries or
owns any other direct or indirect interest in any firm, corporation or other
entity (including without limitation any joint venture, trust, limited
liability company or partnership).
	 
	 	(e)	 	Each of the Company and Beijing Vizeum has the requisite power
and authority (corporate and otherwise) to own, lease, use and operate its
properties and assets and to carry on its business where and as now being
conducted and is duly qualified to do business in each jurisdiction or region
where it is now carrying on business and in which the failure to be so
qualified would have or would reasonably be expected to have a Material Adverse
Effect.
	 
	 	(f)	 	Each of the Company and Beijing Vizeum is, and at all times
since date of its organization has been, in compliance in all material respects
with all national, municipal and local laws applicable to it, its properties or
assets or to the operation of its business.






	 	7.1.5	 	Subscribed Shares






	 	(a)	 	Save as set out in Schedules 1 and 2 and save
as a result of the transactions contemplated herein, there are not in issue any
other shares, debentures, warrants, options, securities or registered capital
of any description in respect of the Company or Beijing Vizeum.
	 
	 	(b)	 	The Subscribed Shares, when issued in accordance with the terms
and for the consideration set forth herein will be validly issued, fully paid
and non-assessable.
	 
	 	(c)	 	The Subscribed Shares, when issued, will constitute 60% of the
entire issued capital of the Company.
	 
	 	(d)	 	All the issued share capital of the Company is fully paid up
and the Company has not exercised or purported to exercise or claimed any lien
over any of them.






	 	7.1.6	 	Existence and Authority; Delivery of Agreement






	 	(a)	 	PAL and the Company are duly incorporated and validly existing
under the laws of Hong Kong.




19









 






	 	(b)	 	PAL and the Company have full power and authority to execute
and deliver this Agreement and all other agreements to be executed in
connection with this Agreement to which they are a party, to transfer good
title to the Subscribed Shares, and to perform all of their obligations under
this Agreement and such other agreements
	 
	 	(c)	 	PAL and the Company have duly executed and delivered this
Agreement and this Agreement constitutes the valid and binding obligation of
PAL and the Company enforceable against them in accordance with its terms.






	 	7.1.7	 	Labor and Employment






	 	(a)	 	Section 7.1.7 of the Disclosure Letter sets forth: (i)
a true and complete list of all management officers of the Company and Beijing
Vizeum whose annual compensation is not less than Two Hundred Thousand Renminbi
(RMB200,000) (the “Employees”) and (ii) the job title, total compensation
during the past 12 months, employment location, and the dates of all employment
agreements for the Employees.
	 
	 	(b)	 	As of the date hereof, the employment agreement with each
Employee remain valid, in full force and effect and binding upon such Employee.
	 
	 	(c)	 	To the knowledge of the Company, each of the Company and
Beijing Vizeum is in compliance in all material respects with all applicable
laws of the applicable jurisdictions relating to labor, employment, wages,
hours of work, employee benefits and occupational safety and health for
Employees.






	 	7.1.8	 	Bank Accounts
	 
	 	 	 	A complete list of all bank accounts and safe deposit boxes, if any, maintained by
the Company and Beijing Vizeum and all persons entitled to draw thereon or with
access thereto is set forth in Section 7.1.8 of the Disclosure Letter.
	 
	 	7.1.9	 	Material Contracts






	 	(a)	 	The Company has delivered or made available to Media Port
copies of all subsisting Material Contracts to which the Company and/or Beijing
Vizeum Company is a party or by which it or its properties or assets are bound,
a list of which is set forth in Section 7.1.9 of the Disclosure Letter. Each
such Material Contract is valid, in full force and effect and binding upon the
Company and/or Beijing Vizeum (where applicable) and, to the knowledge of the
Company, all other parties thereto, and is enforceable in accordance with its
terms. For the purpose hereof, the term “Material Contract” shall mean all
agreement, contract, instrument, promise or undertaking to which the Company
and/or Beijing Vizeum is a party or by which it or its assets or properties are
bound that involve or potentially involve amounts of One Million Hong Kong
Dollars (HK$1,000,000) or more in the aggregate.




20









 






	 	(b)	 	Neither the Company nor Beijing Vizeum is, and neither of them
has received written notice that any other party thereto is, in material breach
or default under any Material Contract. To the knowledge of the Company, no
event has occurred which, with a lapse of time or notice or both, would result
in a material default or an exercise of any remedy for material breach by any
party or an acceleration of the maturity or performance or any cancellation,
termination or modification under any Material Contract, and neither the
Company nor Beijing Vizeum has received any written notice from any other party
that a breach or default exists under any of the foregoing.
	 
	 	(c)	 	Save and except as disclosed in Section 7.1.9(c) of the
Disclosure Letter, neither the Company nor Beijing Vizeum is a party to any
oral or written (i) agreement with any member of the Aegis Group and/or any of
its Affiliates (other than the trademark license agreement provided under
Clause 4.2.6 and agreements entered into by the Group in the ordinary
course of business, on arm’s-length basis and under fair and reasonable terms),
(ii) intellectual property licensing agreement (other than with respect to
off-the-shelf, commercially available software and the trademark license
agreement provided under Clause 4.2.5)), (iii) joint venture,
partnership or similar agreement, or (iv) contract containing covenants that in
any way purport to restrict the business activity of any the Company or Beijing
Vizeum or limit the freedom of the Company or Beijing Vizeum to compete with
any person (other than the Shareholders Agreement and those client contracts
with the Company’s and/or Beijing Vizeum’s standard conflict management
provisions).
	 
	 	(d)	 	There are no outstanding, proposed and pending transactions,
agreements, understandings, loans, or other arrangements between the Company
and/or Beijing Vizeum and a Related Party (other than employment agreements
entered into in the ordinary course of business). For the purpose hereof, the
term “Related Party” shall mean any person currently acting as a director,
managing director, officer, partner, manager or in a similar capacity of the
Company and/or Beijing Vizeum.






	 	7.1.10	 	Tax






	 	(a)	 	All tax returns required to be filed by or with respect to the
Company and Beijing Vizeum (i) have been filed in a timely manner (taking into
account all extensions of due dates) and (ii) such tax returns were accurate
and complete in all material respects as of the time of filing. All taxes due
and owing by the Company and Beijing Vizeum with respect to their income or
assets have been timely paid when due.
	 
	 	(b)	 	There is no dispute or claim concerning any tax liabilities,
compliance with requirements relating to the accuracy, filing or provision of
tax returns or compliance with requirements relating to tax withholding and
related remittances to or for the benefit of any governmental entities in
respect of the Company or Beijing Vizeum either (i) claimed or raised




21









 






	 	 	 	by any governmental entity in writing or (ii) to the knowledge of the
Company, otherwise pending or threatened.






	7.2	 	For the avoidance of doubt, the information contained in the Disclosure Letter as at the time
of its delivery to Media Port shall be deemed part of and qualifies the Warranties in this
Agreement.
	 
	7.3	 	From the date hereof and continuing until and through the Closing Date — Title, the Company
covenants with Media Port that it shall and shall procure Beijing Vizeum to, except as
expressly contemplated herein or disclosed under the Disclosure Letter: (i) conduct its
business and operations (A) in the ordinary course and in accordance with past practices, and
(B) in material compliance with all applicable laws and the requirements of all Material
Contracts; (ii) pay its debts (except where there has been a genuine dispute on the amount of
debts payable by members of the Group to third parties) and taxes when due; (iii) maintain and
preserve intact its current business organization, keep available the services of the
Employees and maintain in all material respects its advantageous business relations with all
suppliers, clients, creditors and other persons having business relationships with it except
such termination of cessation of services of the Employees and business relations with all
suppliers, clients, creditors and other persons having business relationships with the Group
were initiated by parties other than the Company and Beijing Vizeum without fault on the part
of the Company or Beijing Vizeum (as the case may be); and (iv) keep in full force and effect
(with the same scope and limits of coverage) all insurance policies in effect as of the date
hereof and the general insurance policies covering members of the Aegis Group.
	 
	7.4	 	In addition, without limiting the foregoing, and except as expressly contemplated herein or
disclosed under the Disclosure Letter, from the date hereof and continuing until and through
the Closing Date — Title, the Company covenants with Media Port that it shall not and shall
not permit Beijing Vizeum to (i) declare or pay any dividends on or making any other
distributions (whether in cash, shares, participatory interests or property) in respect of any
of its shares or other equity interests, (ii) incur any indebtedness or guarantee any such
indebtedness or issue or sell any debt securities or guarantee any debt securities of others,
(iii) pay, discharge or satisfy an amount in excess of One Hundred Thousand Hong Kong Dollars
(HK$100,000) in any one case or Five Hundred Thousand Hong Kong Dollars (HK$500,000) in the
aggregate, any claim, liability or obligation (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment, discharge or satisfaction of liabilities
reflected or reserved against in the Company’s Accounts or Beijing Vizeum’s Accounts (where
applicable) and the payment of payroll and accounts payable in the ordinary course of
business, (iv) making any capital expenditures, capital additions or capital improvements in
an amount in excess of One Hundred Thousand Hong Kong Dollars (HK$100,000) in any one case or
Five Hundred Thousand Hong Kong Dollars (HK$500,000) in the aggregate, (v) sell, lease,
license or otherwise dispose of or encumber any of its properties or assets which are
material, individually or in the aggregate, to its business, (vi) acquire or agree to acquire
by merging or consolidating with, or by purchasing a substantial portion of the assets of, or
by any other manner, any business or any corporation, partnership, association or other
business organization or division thereof, or otherwise acquiring or agreeing to acquire any
assets other than in the ordinary course of business, and (vii) propose or agree to any
amendments, modifications or waivers to any material terms of any of its Material Contracts




22









 






	 	 	(including without limitation the Trademark License Agreement) without first obtaining Media
Port’s prior written consent.
	 
	8.	 	INDEMNITY AND LIMITATION OF LIABILITIES
	 
	8.1	 	Subject to Clauses 8.2 to 8.5, PAL and the Company shall, jointly and
severally, indemnify, defend and hold harmless Media Port and its Affiliates, and each of them
from and against any and all losses and claims arising from or in connection with (i) any
material breach of any Warranty, or any breach or failure of observance or performance of any
agreement, undertaking, commitment, obligation, indemnity or covenant of PAL and/or the
Company contained in this Agreement; and (ii) save as Disclosed as of the Closing – Beneficial
Interest, any claims, liabilities or obligations of any kind or nature relating to the
Company, Beijing Vizeum or the Subscribed Shares arising from, relating to or in connection
with the business, operations or affairs of the Company, Beijing Vizeum or any of their
assets, properties, interests in assets or properties or rights which were existing at or as
of Closing – Beneficial Interest or arising in whole or in part out of any acts, transactions,
conditions, circumstances or facts which occurred or existed on or prior to Closing –
Beneficial Interest.
	 
	8.2	 	Subject to Clause 8.3, the Company or PAL shall not be liable in respect of any claim
under this Agreement unless such claim has been brought by Media Port before the expiration of
three (3) years after Closing.
	 
	8.3	 	The Company or PAL shall not be liable in respect of any claim brought by Media Port under
this Agreement unless the amount recoverable in respect of such claim when aggregated with PAL
and/or the Company’s liability in respect of any other claims under this Agreement exceeds
RMB20,000 in which event PAL and/or the Company shall be liable for the total amount of such
claim and not only for the excess.
	 
	8.4	 	The total liability of the Company and PAL arising by reason of any and all claims under the
this Agreement shall not exceed the amount of the Investment Amount; provided that the
limitation contemplated hereby will not be applicable with respect to instances of actual
fraud.
	 
	8.5	 	The Company and PAL shall not be liable in respect of any claim under the Warranties to the
extent that the matter giving rise to such claim would not have arisen but for an alteration,
enactment or re-enactment of any ordinance, law, regulation or other legislative act after the
date of this Agreement.
	 
	9.	 	GUARANTEE
	 
	9.1	 	In consideration of PAL and the Company entering into this Agreement (and in addition and
without prejudice to any other obligations and liabilities of Media Port under this
Agreement), Charm hereby unconditionally and irrevocably guarantees to PAL and the Company the
due and punctual performance and observance by Media Port of all its agreements, undertakings,
commitments, obligations, indemnities or covenants under or pursuant to the Charm Transaction
Agreements, the Shareholders Agreement and this Agreement and agrees to indemnify PAL, the
Company and their respective Affiliates (other than Media Port and Charm) against all losses
(including tax losses), damages, costs and expenses (including legal and tax costs and
expenses) which PAL, the Company and their respective Affiliates (other than Media Port and




23









 






	 	 	Charm) may suffer through or arising from any breach by them of such agreements,
undertakings, commitments, obligations, indemnities or covenants. Charm hereby waives any
rights which it may have to require PAL or the Company to initiate or exhaust or otherwise
make any claim for payment from Media Port to the intent that as between PAL and the Company
on the one hand and Charm on the other, the latter shall be liable as principal obligor as
if it had entered into such agreements, undertakings, commitments, obligations, indemnities
or covenants jointly and severally with Media Port.
	 
	9.2	 	In consideration of Media Port and Charm entering into this Agreement (and in addition and
without prejudice to any other obligations and liabilities of PAL under this Agreement), Aegis
hereby unconditionally and irrevocably guarantees to Media Port and Charm the due and punctual
performance and observance by PAL of all its agreements, undertakings, commitments,
obligations, indemnities or covenants under or pursuant to the Charm Transaction Agreements,
the Shareholders Agreement and this Agreement and agrees to indemnify Media Port, Charm and
their respective Affiliates against all losses (including tax losses), damages, costs and
expenses (including legal and tax costs and expenses) which Media Port, Charm and their
respective Affiliates may suffer through or arising from any breach by them of such
agreements, undertakings, commitments, obligations, indemnities or covenants. Aegis hereby
waives any rights which it may have to require Media Port or Charm to initiate or exhaust or
otherwise make any claim for payment from PAL to the intent that as between Media Port and
Charm on the one hand and Aegis on the other, the latter shall be liable as principal obligor
as if it had entered into such agreements, undertakings, commitments, obligations, indemnities
or covenants jointly and severally with PAL.
	 
	10.	 	GENERAL
	 
	10.1	 	Each party shall bear its own legal and professional fees, costs and expenses incurred in
connection with this Agreement and Closing. All adjudication fees and stamp duty payable on
the allotment of the Subscribed Shares hereunder shall be borne by the Company and Media Port
in equal shares.
	 
	10.2	 	Time shall be of the essence of this Agreement.
	 
	10.3	 	This Agreement shall be binding on and shall enure for the benefit of the successors and
assigns of the parties hereto but shall not be capable of being assigned by either party
without the prior written consent of the other.
	 
	10.4	 	This Agreement may be signed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. Either party may enter into this Agreement by signing
any such counterpart.
	 
	10.5	 	All provisions of this Agreement shall so far as they are capable of being performed or
observed after Closing continue in full force and effect notwithstanding Closing.
	 
	10.6	 	No delay or failure by a party to exercise or enforce (in whole or in part) any right
provided by this Agreement or by law shall operate as a release or waiver, or in any way limit
that party’s ability to further exercise or enforce that, or any other, right. A waiver of
any breach of any provision of this Agreement shall not be effective, or implied,




24









 






	 	 	unless that waiver is in writing and is signed by the party against whom that waiver is
claimed.
	 
	10.7	 	No amendment to this Agreement will be effective unless it is in writing and signed by all
the parties to this Agreement. No consent or approval to be given pursuant to this Agreement
will be effective unless it is in writing and signed by the relevant party.
	 
	10.8	 	The invalidity, illegality or unenforceability of any provision of this Agreement shall not
affect the continuation in force of the remainder of this Agreement.
	 
	11.	 	GOVERNING LAW
	 
	11.1	 	This Agreement is governed by and shall be construed in accordance with the laws of Hong
Kong.
	 
	11.2	 	Any dispute arising out of or in connection with this Agreement shall be solely and finally
settled in accordance with the Rules of Arbitration of the International Chamber of Commerce
(the “ICC Rules”) by a single arbitrator appointed in accordance with the ICC Rules. The
parties agree that the award of the arbitrator shall be the sole and exclusive remedy between
them regarding any claims, counterclaims or issues presented to the arbitrator, irrespective
of the magnitude thereof.
	 
	11.3	 	The arbitration shall take place in Hong Kong or such other place as the parties may mutually
agree in writing.
	 
	11.4	 	Any decision or award of the arbitral tribunal shall be final and binding upon the parties to
the arbitration proceeding. The parties hereby waive to the fullest extent permitted by law
any rights to appeal or to review such award by any court or tribunal. The parties agree that
the arbitral award may be enforced against the parties to the arbitration proceeding or their
assets wherever they may be found and that a judgment on the arbitration award may be entered
in any court having jurisdiction over the parties or their assets.
	 
	11.5	 	Notwithstanding anything herein contained, either party shall be entitled to seek injunctive
relief, if possible, from any court of competent jurisdiction to protect its rights under this
Agreement pending the constitution of the arbitral tribunal pursuant to this 

Clause 11.
	 
	12.	 	CONFIDENTIALITY OF INFORMATION
	 
	12.1	 	Media Port undertakes with the Company and PAL that it shall treat as strictly confidential
all information received or obtained by it or its employees, agents or advisers as a result of
entering into or performing this Agreement including information relating to the provisions of
this Agreement, the negotiations leading up to this Agreement, the subject matter of this
Agreement or the business or affairs of the Company or any member of Aegis Group and that it
will not at any time hereafter make use of or disclose or divulge to any person any such
information and shall use its best endeavors to prevent the publication or disclosure of any
such information.
	 
	12.2	 	Each of PAL and the Company undertakes with Media Port and Charm that it shall treat as
strictly confidential all information received or obtained by it or its employees,




25









 






	 	 	agents or advisers as a result of entering into or performing this Agreement including
information relating to the provisions of this Agreement, the negotiations leading up to
this Agreement, the subject matter of this Agreement or the business or affairs of Media
Port and Charm and that it will not at any time hereafter make use of or disclose or divulge
to any person any such information and shall use its best endeavors to prevent the
publication or disclosure of any such information.
	 
	12.3	 	The restrictions contained in Clauses 12.1 and 12.2 shall not apply so as to
prevent the parties from making any disclosure required by law or by any securities exchange
or supervisory or regulatory or governmental body pursuant to rules to which the parties are
subject or from making any disclosure to any professional adviser for the purposes of
obtaining advice (providing always that the provisions of this Clause 11 shall apply
to and the parties shall procure that they apply to and are observed in relation to, the use
or disclosure by such professional adviser of the information provided to them) nor shall the
restriction apply in respect of any information which comes into the public domain otherwise
than by a breach of this Clause 11 by any party.
	 
	13.	 	NOTICES
	 
	13.1	 	A notice, approval, consent or other communication in connection with this Agreement:






	 	13.1.1	 	must be in writing; and
	 
	 	13.1.2	 	must be left at the address of the addressee, or sent by prepaid registered post
(airmail if posted to or from a place outside Hong Kong) to the address of the
addressee or sent by facsimile to the facsimile number of the addressee which is
specified in this clause or if the addressee notifies another address or facsimile
number then to that address or facsimile number.
	 
	 	 	 	The address and facsimile number of each party is:
	 
	 	 	 	The Company





	 	 	 	 	 
	Address

	 	:
	 	16th Floor, 633 King’s Road, North Point, Hong Kong
	Facsimile

	 	:
	 	(852) 2805 0308
	Attn

	 	:
	 	Finance Director
	 
	 	 	 	 
	With a copy to

	 	:	 	 
	 
	 	 	 	 
	Address

	 	:
	 	152 Beach Road, #36-05 Gateway East, Singapore 18972115
	Facsimile

	 	:	 	(65) 6396 5945
	Attn

	 	:	 	Chief Financial Officer, Asia Pacific, Aegis Media
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	Address

	 	:
	 	Parker Tower, 43-49 Parker Street, London, WC2B 5PS,
England
	Facsimile

	 	:
	 	44(0)20 7550 3322
	Attn

	 	 	 	General Counsel, Aegis Media






26









 






	 	 	 	 	 
	PAL and Aegis
	 	 	 	 
	 
	Address

	 	:
	 	16th Floor, 633 King’s Road, North Point, Hong Kong
	Facsimile

	 	:
	 	+852 2805 0308
	Attn

	 	:
	 	Finance Director
	 
	 	 	 	 
	With a copy to:
	 	 	 	 
	 
	 	 	 	 
	Address

	 	:
	 	152 Beach Road, #36-05 Gateway East, Singapore 189721
	Facsimile

	 	:
	 	(65) 6396 5945
	Attn

	 	:
	 	Chief Financial Officer, Asia Pacific, Aegis Media
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	Address

	 	:
	 	Parker Tower, 43-49 Parker Street
	 

	 	 	 	London, WC2B 5PS, England
	Facsimile

	 	:
	 	44(0)20 7550 3322
	Attn

	 	:
	 	General Counsel, Aegis Media





Media Port and Charm



c/o Charm Communications Inc.

26th Floor, Oriental Media Center

4 Guanghua Road, Chaoyang District

Beijing 100026

People’s Republic of China

Attention: Mr. He Dang

Fax No.: (86) 10 6583 6860



with a copy to:



DLA Piper UK LLP Beijing Representative Office

20th Floor South Tower

Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing, China 100020

Attention: Mr. Steven Liu

Fax No.: (86) 10 6561 5158





	13.2	 	A notice, approval, consent or other communication shall take effect from the time it is
received (or, if earlier, the time it is deemed to be received in accordance with Clause
13.3) unless a later time is specified in it.






	13.3	 	A letter or facsimile is deemed to be received:






	 	13.3.1	 	in the case of a posted letter, unless actually received earlier, on the third
(seventh, if posted to or from a place outside Hong Kong) day after posting; and




27









 






	 	13.3.2	 	in the case of facsimile, on production of a transmission report from the machine
from which the facsimile was sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient.










28









 








IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first above
written.




COMPANY




	 	 	 
	SIGNED by PATRICK STAHLE
	 	) /s/ Patrick Stahle
	for and on behalf of
	 	)
	POSTERSCOPE (HONG KONG) LIMITED
	 	)
	in the presence of:
	 	)
	 
	 	 
	PAL
	 	 
	 
	 	 
	SIGNED by PATRICK STAHLE
	 	) /s/ Patrick Stahle
	for and on behalf of
	 	)
	POSTERSCOPE ADVERTISING LIMITED
	 	)
	in the presence of :
	 	)
	 
	 	 
	AEGIS
	 	 
	 
	 	 
	SIGNED by PATRICK STAHLE
	 	) /s/ Patrick Stahle
	for and on behalf of
	 	)
	AEGIS MEDIA PACIFIC LIMITED
	 	)
	in the presence of :
	 	)
	 
	 	 
	MEDIA PORT
	 	 
	 
	 	 
	SIGNED by DANG HE
	 	) /s/ Dang He
	for and on behalf of
	 	)
	MEDIA PORT HOLDINGS LIMITED
	 	)
	in the presence of:
	 	)
	 
	 	 
	CHARM
	 	 
	 
	 	 
	SEALED with THE COMMON SEAL of
	 	)
	CHARM COMMUNICATIONS INC. and
	 	)
	signed by DANG HE
	 	) /s/ Dang He
	on behalf of
	 	)
	CHARM COMMUNICATIONS INC.
	 	)
	in the presence of:
	 	)






SIGNATURE PAGE TO THE JOINT VENTURE AGREEMENT






 









 








SCHEDULE 1

PARTICULARS OF THE COMPANY




Posterscope (Hong Kong) Limited



(Incorporated in Hong Kong)



	 	 	 	 	 	 	 	 	 
	Company No.

	 	:
	 	 802062	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date of Incorporation

	 	:
	 	 14 June 2002	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Business Registration No.

	 	:
	 	 32953219-000-06-09-7	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Registered Office

	 	:
	 	16th Floor, 633 King’s Road, North Point, Hong Kong.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Authorized Share Capital

	 	:
	 	HK$10,000	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Issued Share Capital

	 	:
	 	HK$100	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Shareholder

	 	:
	 	Shareholder
	 	No. of Shares

	 

	 	 	 	Posterscope Advertising Limited
	 	 	100	 
	Directors

	 	:
	 	Holtham, David Bruce; Lee, Kwei Fen; Sung, Yi Ping; Zinger, Simon	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secretary

	 	:
	 	Holtham, David Bruce	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Registered Charge

	 	:
	 	Nil	 	 	 	 






SCHEDULE 1







 









 








SCHEDULE 2

PARTICULARS OF BEIJING VIZEUM




Beijing Vizeum Advertising Co. Ltd.



(Established in PRC)



	 	 	 	 	 
	Form of Organization

	 	:
	 	Wholly foreign-owned enterprise
	 
	 	 	 	 
	Date of Establishment

	 	:
	 	 13 January 2005
	 
	 	 	 	 
	Place of Establishment

	 	:
	 	People’s Republic of China
	 
	 	 	 	 
	Registered Address

	 	:
	 	
(Beijing City
Dong Cheng District No. 1 Chang An Street, Dong Fang
Guang Chang East No. 1 Office, 21st Floor
Room 7-8)
	 
	 	 	 	 
	Term of Operation

	 	:
	 	 10 years
	 
	 	 	 	 
	Scope of Business

	 	:
	 	
(Design, production,
distribution and management of different
advertisements locally and internationally)
	 
	 	 	 	 
	Branch

	 	:
	 	Shanghai Branch and Guangzhou Branch
	 
	 	 	 	 
	Total Investment

	 	:
	 	US$428,570
	 
	 	 	 	 
	Registered Capital

	 	:
	 	US$300,000
	 
	 	 	 	 
	Contributed Capital

	 	:
	 	US$300,000
	 
	 	 	 	 
	Ownership Interest

	 	:
	 	 100%
	 
	 	 	 	 
	Legal Representative

	 	:
	 	Sung, Yi Ping
	 
	 	 	 	 
	Directors

	 	:
	 	Sung, Yi Ping; Leung Fung Yee and Holtham, David Bruce






SCHEDULE 2








 









 








SCHEDULE 3

LIST OF BEIJING VIZEUM CLIENTS 





	1.	 	Carlsberg
	 
	2.	 	Mango
	 
	3.	 	Nikon
	 
	4.	 	Beijing Mobile
	 
	5.	 	TOTAL
	 
	6.	 	Kungfu
	 
	7.	 	Orbis





SCHEDULE 3









 









 








SCHEDULE 4




[Reserved]



SCHEDULE 4








 









 








SCHEDULE 5

LIST OF CHARM’S DESIGNATED CLIENTS FOR BEIJING VIZEUM



If revenues of at least RMB 15 million are transferred to Guangdong Carat China Media Services
(China) Ltd. before 1 May 2010 relating to China Telecom, Charm’s designated client will be as
follows:





	•	 	FeCo Electronic Appliance




If revenues of at least RMB 15 million are not transferred to Guangdong Carat China Media Services
(China) Ltd. before 1 May 2010 relating to China Telecom, Charm’s designated client will be as
follows:





	•	 	FeCo Electronic Appliance






	•	 	Mingsheng Pharmaceutical





SCHEDULE 5








 









 








SCHEDULE 6

DISCLOSURE LETTER




SCHEDULE 6




 









 










SCHEDULE 6








Disclosure Letter




Private & Confidential





			
	To:	 	Media Port Holdings Limited





Date: January 20, 2010




Reference is made to the Joint Venture Agreement regarding Posterscope (Hong Kong) Limited (the
“Company”) and Beijing Vizeum Advertising Co. Ltd. (“Beijing Vizeum”) (the “Agreement”) to be
entered on January 20, 2010 between Posterscope Advertising Limited, Aegis Media Pacific Ltd.,
Media Port Holdings Limited, Charm Communications Inc. and the Company . This Disclosure Letter is
the Disclosure Letter referred to in the Agreement.



Save as expressly provided in this Disclosure Letter, or where the context otherwise requires,
words and expressions defined in the Agreement (including the Schedules and Exhibits thereto) shall
have the same respective meanings in this Disclosure Letter and any provisions of the Agreement
concerning matters of construction or interpretation shall also apply in this Disclosure Letter
mutatis mutandis. Headings used in this letter are for ease of reference only and shall not affect
its interpretation.



The purpose of this Disclosure Letter is to disclose to you certain matters which affect or might
affect (i) the Warranties and Covenants contained in Clause 7 of the Agreement (“Warranties”) and
(ii) the Indemnity contained in Clause 8.1 of the Agreement (“Indemnities”) which Warranties and
Indemnities are given on the basis that the disclosures fairly and accurately contained in or made
or deemed to be made by this Disclosure Letter have been disclosed or accepted by you as having
been disclosed. Accordingly, the Warranties and the Indemnities shall be qualified by reference to
those matters fairly and accurately disclosed herein and the parties shall not be liable for any
breach of any Warranty or for any Indemnities (and no claim shall lie in respect thereof) to the
extent so qualified.



This Disclosure Letter shall be deemed to disclose and the parties acknowledge and agree that there
shall be treated as so disclosed, the following:




	 	(a)	 	the contents of the Agreement and the contents referred to in the Agreement as
being in the agreed terms;
	 
	 	(b)	 	all information contained in the Company’s Accounts and Beijing Vizeum’s
Accounts, including the notes thereto and the accompanying reports of directors and
auditors attached to such Company’s Accounts and Beijing Vizeum’s Accounts;
	 
	 	(c)	 	all factual matters and information which are reasonably clear from the face
of, contained or referred to in the documents and papers, read in isolation, which as
they are referred to herein and/or attached hereto so far as they are relevant to the
Warranties and the Indemnities; and
	 
	 	(d)	 	all matters and information relating to the Company, Beijing Vizeum and/or any
of their respective businesses and assets which is a matter of public record or
available for public inspection in the PRC and Hong Kong (as the case may be),
including (but without prejudice to the generality of the foregoing) all documents,
resolutions and other matters or information filed at or delivered for registration
with the relevant government authority in the PRC or Hong Kong.





Where Warranties are repeated on the Closing Date or at any other times, each item of disclosure in
this Disclosure Letter shall apply at the Closing Date or, as the case may be, at each other times.



1













 




Disclosures




There are disclosed specific matters set out below. References herein are to the Section numbers in
the Agreement.



Clause 7.1





	7.1.2	 	Position since Management Accounts Date
	 
	*****	 	






	7.1.7	 	Labor and Employment
	 
	*****	 	




2








 







	7.1.8  	 	Bank Accounts





The Company




*****



Beijing Vizeum




*****





	7.1.9	 	Material Contracts
	 
	*****	 	 






3








 









Clause 7.2 Additional Disclosure




*****



Clause 7.4




*****



Clause 8.1




*****



From:

Posterscope Advertising Limited




	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	For and on behalf of

Posterscope Advertising Limited
	 	 	 	 
	 
	 	 	 	 
	Posterscope (Hong Kong) Limited
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	For and on behalf of

Posterscope(Hong Kong) Limited
	 	 	 	 





*****




4









 





EXHIBIT 1

COMPANY’S AUDITED ACCOUNTS




EXHIBIT 1




 









 








*****




EXHIBIT 1




 









 





EXHIBIT 2

COMPANY’S MANAGEMENT ACCOUNTS




EXHIBIT 2




 









 








*****




EXHIBIT 2









 









 








EXHIBIT 3

BEIJING VIZEUM’S AUDITED ACCOUNTS




EXHIBIT 3





 









 








*****




EXHIBIT 3





 









 








EXHIBIT 4

BEIJING VIZEUM’S MANAGEMENT ACCOUNTS




EXHIBIT 4





 









 








*****




EXHIBIT 4




 









 








EXHIBIT 5

SHAREHOLDERS’ AGREEMENT




[See Exhibit 4.11 of this Registration Statement]



EXHIBIT 5




 









 





EXHIBIT 6

VIZEUM TRADEMARK LICENSE AGREEMENT





46









 








LICENSE AGREEMENT




THIS LICENSE AGREEMENT (the “Agreement”) is made and concluded as of this 20th day of




January, 2010.




BY AND BETWEEN:





	(1)	 	Aegis Trademarks BV is a company organized and existing under the laws of the Netherlands,
having its registered office at Piet Heinkade 55, NL-1019, Amsterdam, Netherlands (hereinafter
referred to as the “Proprietor”), which expression shall unless repugnant to the context or
meaning thereof, be deemed to mean and include its successor and permitted assigns);
	 
	(2)	 	Posterscope Advertising Limited is a company organized and existing under the laws of Hong
Kong, with its principal address at 16th Floor, 633 King’s Road, North Point, Hong Kong,
(hereinafter referred to as the “Licensor”);
	 
	(3)	 	 a wholly foreign owned enterprise incorporated in accordance with the
approval of the Beijing Municipal Bureau Commerce and upon the registration with the Beijing
Municipal Administration for Industry and Commerce on January 13, 2005 with the approval
number of Shang Wai Zi Jing Zi Zi (2005) 20256 and the business license numbered
110000410232268 (hereinafter referred to as “Beijing Vizeum”).





WHEREAS:





	(A)	 	The Proprietor is the owner of the Trademarks in the Territory and has licensed the Licensor
to use and sub-license the Trademarks.
	 
	(B)	 	The Licensor and its associate companies and undertakings are part of the Vizeum Group (as
hereinafter defined).
	 
	(C)	 	The Licensor, and Media Port Holdings Limited, a company incorporated under the laws of the
British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands (“Media Port”) entered into a share
purchase agreement dated 20 January 2010 (“PAL SPA”) and the Licensor, Media Port and
Posterscope (Hong Kong) Limited (“PHK”) entered into a shareholders’ agreement dated 20
January 2010 (“PAL SHA”).
	 
	(D)	 	Pursuant to the terms of the PAL SPA and the PAL SHA, the Licensor and Media Port agreed to
enter into a joint venture to provide media planning and buying services on




47









 






	 	 	behalf of advertisers or their advertising agents in the Territory (as hereinafter
defined) through PHK and its wholly owned subsidiary, Beijing Vizeum.
	 
	(E)	 	The Vizeum group of companies constitutes a group of media specialists with national
operating companies throughout the world and trading under the Vizeum trade-name, which has
now become well-known throughout the world in the advertising and media industry (the “Vizeum
Group”).
	 
	(F)	 	Pursuant to the PAL SHA, the Licensor is to enter into this Agreement whereby Beijing Vizeum
shall have the non-exclusive, non-transferable right to use the trademarks “Vizeum”.





NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:



Article 1 — DEFINITION



In this Agreement (including the Recitals) the following words and expressions shall (except where
context otherwise requires) have the following meanings:




	 	 	 
	“Affiliate”

	 	in respect of any specified person or entity,
means a person that directly or indirectly
Controls, is Controlled by or is under common
Control with such specified person or entity.
	 
	 	 
	“Control”

	 	means, in relation to any person at any time, the
power (whether directly or indirectly and whether
by ownership of share capital, possession of
voting power, contract or otherwise) to appoint
the majority of the members of the governing body
or management, or otherwise to control the affairs
and policies of that other person.
	 
	 	 
	“CTMO”

	 	shall refer to the China Trademark Office of the
State Administration of Industry and Commerce.
	 
	 	 
	“Service” or “Services”

	 	shall mean any business of media planning and
buying on behalf of advertisers or their
advertising agents currently carried on by Beijing
Vizeum in the Territory under the Trademarks.
	 
	 	 
	“Tax Deduction”

	 	means a deduction, payment or withholding for or
on account of any tax, levy, impost, duty or other
charge or withholding of a similar nature
(including any related penalty or interest) from a
payment made in accordance with the terms of this
Agreement.
	 
	 	 
	“Territory”

	 	means the People’s Republic of China which, for
the purpose of this Agreement only, shall exclude
the Hong Kong Special Administrative Region, the
Macau Special Administrative Region and Taiwan.
	 
	 	 
	“Trademarks”

	 	shall mean all the trademarks “Vizeum” and logo
which are registered by the Licensor or its
subsidiaries as further detailed in Exhibit 1 hereto.






48









 






Article 2 — LICENSE TO USE TRADEMARKS; REPRESENTATIONS, WARRANTIES AND COVENANTS





	2.1	(a)	 	Licensor hereby grants to Beijing Vizeum during the term of this Agreement, a
non-transferable, non-assignable and exclusive license to use the Trademarks in the Territory
in accordance with Article 2.3 below and only in connection with the rendering of the
Services.






	 	(b)	 	The rights granted under this License Agreement are limited to Beijing
Vizeum and do not extend to any person (except as to the extent necessary for Beijing
Vizeum’s operation during its ordinary course of business) or entity controlling,
controlled by or under common control with Beijing Vizeum, or to any other person or
entity.






	2.2	 	Beijing Vizeum may use, apply and prominently display the Trademarks on the letterhead and on
all printed or digital materials, or in any other manners or functions as necessary for the
purpose of or in connection with its provision of Services.
	 
	2.3	 	It is understood and agreed that Beijing Vizeum shall use and apply the aforesaid Trademarks
on the letterhead or printed or software material in only the form as prescribed in Exhibit 2
or as shall be approved in writing by Licensor or the Proprietor and that same shall be in
accordance with the requirements of the laws of the Territory, so as to assure the retention
of all rights, title and interest in the Trademarks by Licensor at all times, and bearing
whatever notations or wording as may be necessary pursuant to such laws. It is further
understood and agreed that Beijing Vizeum shall only use and apply the Chinese translation
 of the aforesaid Trademarks (i) as the Chinese translation of the Trademark and (ii)
consistent with prior use by the Licensor and with their use of the Trademarks hereunder.
	 
	2.4	 	No tradename, logo and/or trademark other than the Trademarks shall be used in any manner
whatsoever by Beijing Vizeum on the letterhead material whether in printed or software form
used for the rendering of the Services, without the prior written consent of Licensor or the
Proprietor.
	 
	2.5	 	Beijing Vizeum shall not in any way, either during the term of this Agreement or thereafter,
claim any right or property in the Trademarks or register or cause to be registered in any
part of the world any corporate name, tradename, copyright or design which is identical to,
imitates or is derived from the Trademarks.
	 
	2.6	 	Beijing Vizeum shall use the Trademarks only in accordance with the terms of this Agreement
and in such manner as to sufficiently protect and preserve all rights
of the




49









 






	 	 	Proprietor, the Licensor or its subsidiaries therein. Beijing Vizeum shall not take any
action which might invalidate the Trademarks, impair any rights of the Licensor thereon or
create any rights adverse to those of the Licensor, and Beijing Vizeum undertakes not to
register or attempt to register the Trademarks. Without limiting the generality of the
foregoing, Beijing Vizeum shall use the Trademarks correctly depicted and/or spelled in the
manner and form approved in writing by the Licensor or the Proprietor pursuant to Section
2.3 above and not use it in any manner which might adversely affect the validity or
registrations thereof in the Territory or elsewhere. Beijing Vizeum shall ensure that the
Services rendered by it shall be of a standard satisfactory to the Licensor and the
Proprietor, and undertake not to do or permit to be done any act which might in any way
impair or threaten the goodwill of the Licensor’s Trademarks.
	 
	2.7	 	The Proprietor and the Licensor shall, at such reasonable times as may be reasonably
requested by the Proprietor and/ the Licensor, gain access to Beijing Vizeum’s premises to
check and control the use by Beijing Vizeum of the Trademarks in accordance with the standards
specified by Licensor or the Proprietor; provided, that such access shall be at the Proprietor
and/or the Licensor’s expense; provided, further, that Beijing Vizeum shall not be obligated
pursuant to this Article 2.7 to provide access to any information which it reasonably
considers to be a trade secret or similar confidential information.
	 
	2.8	 	To the extent Beijing Vizeum uses the Trademarks in a manner that is inconsistent with the
terms of this Agreement, Beijing Vizeum shall indemnify Licensor and Proprietor against any
claims, losses, liabilities and expenses (including attorney’s fees and expenses), arising out
of any demands or claims that such inconsistent use constitutes, or is claimed to constitute,
infringement, unfair competition or any other unlawful act.
	 
	2.9	 	Beijing Vizeum shall, at any time upon Licensor’s request execute such documents, filings or
applications as may be requested by Licensor in order to confirm Licensor’s ownership of all
rights in the Trademarks, to maintain the validity thereof and/or to obtain or maintain
registrations thereof, provided that the Licensor shall pay all reasonable costs and expenses
incurred or to be incurred by Beijing Vizeum in connection with this Article 2.9.
	 
	2.10	 	Beijing Vizeum shall not adopt or use any trademark, corporate name service mark, trade name,
logo or commercial symbol in the world, during the term of this Agreement and thereafter,
which is confusingly similar to the Trademarks.
	 
	2.11	 	Beijing Vizeum shall promptly notify Licensor and the Proprietor of (a) any unauthorised use
or infringement by any third party of the Trademarks or the Chinese translation  of the
aforesaid Trademarks (or any mark or name confusingly similar to the Trademarks) and of (b)
any assertion or claim by any third party that Beijing Vizeum’s use of the Trademarks or the
Chinese translation  of the aforesaid Trademarks constitutes an infringement of a third
party’s rights or any other manner of unlawful use.
	 
	2.12	 	The Proprietor and/or the Licensor shall promptly notify Beijing Vizeum of any assertion or
claim by any third party that the Proprietor and/or the Licensor’s title and use of the




50









 






	 	 	Trademarks constitutes an infringement of a third party’s rights or any other manner of
unlawful use.
	 
	2.13	 	In the event that Licensor initiates or defends any legal action with regard to the
Trademarks, Beijing Vizeum shall co-operate fully with Licensor in the prosecution or defence
of such action. Beijing Vizeum shall not itself prosecute or defend any action alleging
infringement or unfair competition or any other action involving the Trademarks and Beijing
Vizeum shall have no claim to any monetary award settlement of any infringement claim.
	 
	2.14	 	Beijing Vizeum shall not make any representation or do any act which indicates that it has
any right, title or interest in or to the ownership of the Trademarks, except to the extent
authorised under this Agreement.
	 
	2.15	 	The Proprietor and the Licensor jointly and severally represents and warrants to Beijing
Vizeum that the Licensor has the right to grant the licenses, rights, and covenants of the
full scope set forth in this Agreement with respect to the Trademarks, and that no other third
party owns any right to recover for infringement of or to assert any rights in the Trademarks.
	 
	2.16	 	The Licensor acknowledges that the Licensee has executed this Agreement and agreed to take
part in the transactions that it contemplates in reliance on the representations and
warranties in Article 2.15.
	 
	2.17	 	The Licensor shall submit applications for registration of the license of the Trademarks with
the CTMO directly or through a qualified agent within three months following the date hereof,
and the expenses thereof shall be borne and paid by the Licensor.




Article 3 — ROYALTY (TAXES)





	3.1	 	Subject to this Agreement remaining in force and Article 3.2 below, Beijing Vizeum shall pay
the Licensor a fixed royalty of 0.05% (the “Royalty Rate”) of Beijing Vizeum’s monthly
turnover; provided, that the royalty payments made by Beijing Vizeum to the Licensor pursuant
to this Article 3 shall not under any circumstance exceed RMB1,000,000 or an
equivalent amount in any other currency within any calendar year. Turnover shall be
considered as the gross cost minus the market discounts for the media purchases of Beijing
Vizeum on behalf of its clients. The royalties due to the Licensor shall be paid quarterly or
as otherwise agreed by the parties.
	 
	3.2	 	Beijing Vizeum shall bear all taxes payable in the Territory with respect to any royalty
payments. For the avoidance of doubt, if a Tax Deduction is required by law to be made in
respect of the royalty payable by Beijing Vizeum to the Licensor. If a Tax Deduction is
required by law to be made in respect of the license fees and royalties payable by Beijing
Vizeum to the Licensor and its Affiliates (excluding PHK and Beijing Vizeum), the amount of
the payment due from Beijing Vizeum will be increased and grossed up to an amount such that
the amount received by the Licensor’s Affiliates (after making the Tax Deduction) is equal to
the payment which would have been due if no Tax Deduction had




51









 






	 	 	been made. Beijing Vizeum shall indemnify the Licensor and its Affiliates (excluding PHK
and Beijing Vizeum) against any loss or liability which the Licensor’s Affiliates
(excluding PHK and Beijing Vizeum) have suffered (directly or indirectly) for or on
account of any Tax Deduction in relation to any payment received or receivable (or any
payment deemed to be received or receivable) under this Clause.




Article 4 — TERM AND TERMINATION





	4.1	 	Term. This Agreement shall come into force only upon the Closing Date (as defined in
the PAL SPA) and, unless terminated earlier in accordance with the terms of this Agreement,
shall continue to remain in force until the termination of the PAL SHA.
	 
	4.2	 	[Reserved]
	 
	4.3	 	Termination for Cause. Either party may terminate this Agreement, by sending written
notice to the other effective immediately upon the happening of any of the following events:






	 	(a)	 	if the other party goes into voluntary winding-up or enters into
reconstruction, amalgamation, reorganisation or merger;
	 
	 	(b)	 	if the other party becomes unable to pay its debts as they fall due, goes
into involuntary winding-up, or suffers the appointment of a receiver, trustee,
manager or similar officer by any creditor, or files a petition seeking any
reorganisation, arrangement, composition, compromise or similar relief from
creditors, or takes any action of similar intent under any law regarding insolvency
or relief for debtors; or
	 
	 	(c)	 	failure of the other party to fulfil or perform any one or more of the
duties, obligations or responsibilities undertaken by it herein, which failure
remains unremedied sixty (60) days after the service of notice specifying the failure
in question and requiring it to be remedied.






	4.4	 	Termination by Licensor. Licensor may terminate this Agreement by sending written
notice to Beijing Vizeum effective immediately upon any enactment or amendment of law or
regulation or any act of governmental authority after the execution of this Agreement in the
Territory which shall in the reasonable opinion of the Proprietor make performance of this
Agreement impossible or unreasonably difficult for the Proprietor or could adversely affect
the Proprietor’s proprietary right on the Trademarks.






	4.5	 	Termination of PAL SHA. This Agreement shall automatically terminate without
requirement of notice by any party hereto, and without being necessary to obtain a court or
governmental resolution, upon termination of the PAL SHA.






	4.6	 	Termination of the License Agreement. This Agreement shall automatically terminate
without requirement of notice by any party hereto, and without being necessary to obtain a
court or governmental resolution, upon termination of the License Agreement in respect of the
Trademarks between the Proprietor and the Licensor.




52









 










Article 5 — CONSEQUENCE OF TERMINATION





	5.1	 	Upon termination of this Agreement:






	 	(a)	 	all rights of Beijing Vizeum under this Agreement to use the Trademarks
shall cease forthwith;
	 
	 	(b)	 	Beijing Vizeum shall forthwith remove all material (printed or digital)
bearing the Trademarks or any other representations of the Trademarks already applied
to any of the Services which are in the possession, power and control of Beijing
Vizeum and prior to the marketing of such Services;
	 
	 	(c)	 	Beijing Vizeum shall forthwith destroy all other unused material bearing
the Trademarks;
	 
	 	(d)	 	Beijing Vizeum shall as soon as reasonably practicable cause all entries
and published materials, such as telephone, street or other directories to be removed
and/or changed so as to eliminate any reference to the Trademarks;
	 
	 	(e)	 	Beijing Vizeum shall cease to use all signs, bags, furniture, fixtures,
equipment advertising materials, stationery, forms and any other articles which
display the Trademarks;
	 
	 	(f)	 	Beijing Vizeum shall discontinue, without the need of further notice or
demand, the use of the Trademarks either in whole or in part, or any abbreviation
thereof, in any language, script or alphabet in relation to or in connection with the
activities of Beijing Vizeum or of its business or trade for any purpose whatsoever
or trade name or trading style and shall not use therein or employ any other word,
name, expression, or device closely similar in sound, appearance or meaning to the
Trademarks.






	5.2	 	It is understood and agreed that except for the license to use the Trademarks only as
specifically provided for in this Agreement, Beijing Vizeum shall have no right, title or
interest in or to the Trademarks. Upon and after the termination of this Agreement for any
reason whatsoever, all rights granted to Beijing Vizeum hereunder together with any interest
in and to the Trademarks which Beijing Vizeum may have acquired, shall cease forthwith without
the requirement of any further act or instrument. In addition, Beijing Vizeum will execute
such documents and instruments requested by Licensor which are necessary to accomplish or
confirm the foregoing.






	5.3	 	Beijing Vizeum acknowledges that there would be no adequate remedy at law for its failure to
cease to use all of the Trademarks immediately upon termination or expiration of the licenses.
Accordingly, Beijing Vizeum agrees that in the event of such failure, Licensor shall be
entitled to equitable relief by way of temporary and permanent injunction and such other and
further relief as any court of competent jurisdiction may deem just and fair.




53









 










Article 6 — GENERAL PROVISIONS





	6.1	 	Submission to Jurisdiction and Applicable Laws: Any disputes arising from, or in
connection with this Agreement shall be finally resolved in accordance with the applicable
laws and competent courts sitting in the Hong Kong Special Administration Region of the
People’s Republic of China, the parties hereto waiving therefore to any other jurisdiction
available to them due to their respective present or future domiciles, or to any other reason;
provided, however, that such submission shall not preclude the Proprietor or the Licensor from
seeking or obtaining any other urgent or interim relief from the competent authorities of the
Territory, and if any such party deems convenient, to submit the decision of such conflict to
such authorities. Beijing Vizeum represents that there are no laws applicable in the Territory
that oppose to the voluntary or judicial performance or settlement of this Agreement.






	6.2	 	Entire Agreement; Modification in Writing. The terms and conditions herein contained
constitute the entire agreement between the parties hereto concerning the subject matter
hereof, and shall supersede all previous communications, either oral or written, between the
parties hereto, and no agreement or understanding varying or extending this Agreement shall be
binding upon any party hereto unless in writing, signed by a duly authorised officer or
representative of each party hereto.






	6.3	 	No Waiver. No failure or delay of any party in exercising of any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any
party of any right hereunder shall preclude any other or further exercise thereof or the
exercise of any other right.






	6.4	 	Headings. The headings used in this Agreement are for ease of reference only, and in
no event shall the substance of any paragraph or the intent of the parties be interpreted or
controlled by such heading.






	6.5	 	Governing law. This Agreement shall be governed by, interpreted and construed in
accordance with the laws of the Hong Kong Special Administration Region of the People’s
Republic of China.






	6.6	 	Assignment. This Agreement, either in whole or in part, or any of the rights and
obligations hereunder shall not be transferable or assignable, directly or indirectly, by the
parties except as provided below. The parties shall not assign this Agreement without a prior
written consent of the other and any attempted assignment, transfer or sub-license without
such authorisation shall be null and void. Notwithstanding any of the foregoing, Licensor
shall be authorised to assign any of its rights and obligations hereunder to any of its
Affiliate (“Permitted Assignee”); provided, that each Permitted Assignee shall continue to be
subject to the terms hereof.






	6.7	 	Notices and Communications.






	 	(a)	 	Any notice provided for in this Agreement shall be in writing and shall be
first transmitted by facsimile of e-mail transmission, and then confirmed by postage,




54









 






	 	 	 	prepaid registered airmail or by an internationally recognized courier service in
the manner as elected by the Party giving such notice.
	 
	 	 	 	In the case of notices or communications to Beijing Vizeum:






	 	 	 	Vizeum Shanghai

5/F Huai Hai Plaza

1045 Huaihai Zhong Road

Shanghai 200031, China
	 
	 	 	 	Attention: Finance Director

Fax: (8621) 2412 1818
	 
	 	 	 	In the case of notices or communications to the Licensor:
	 
	 	 	 	Posterscope (Hong Kong) Limited

16th Floor, 633 King’s Road, North Point, Hong Kong
	 
	 	 	 	Attention: Finance Director

Fax number: +852 2805 0308
	 
	 	 	 	In the case of notices or communications to the Proprietor:
	 
	 	 	 	Aegis Trademarks BV

Piet Heinkade 55, NL-1019

Amsterdam, Netherlands

Attention: Chief Financial Officer

Fax number: +31 0 20 519 1719
	 
	 	 	 	with a copy by fax to

Mr. Simon Zinger, General Counsel, Aegis Media
	 
	 	 	 	Fax number: +44 (0) 20 7550 3322
	 
	 	(b)	 	All notices shall be deemed to have been validly given on (i) the business
date immediately after the date of transmission with confirmed answer back if
transmitted by facsimile or e-mail transmission and confirmed by regular mail, or
(ii) the expiry of seven (7) days after the date of transmission of cable, or (iii)
the expiry of seven (7) days after posting if transmitted by registered airmail or
(iv) the business date of receipt, if transmitted by courier.
	 
	 	(c)	 	Either party may, from time to time, change its address or representative
for receipt of notices provided for in this Agreement by giving to the other, not
less than ten (10) days prior written notice.






	6.8	 	Relationship of the Parties. Unless otherwise expressly provided in this Agreement,
no party hereto shall be deemed the partner, associate, legal representative, attorney-in-fact




55









 






		 	or agent of any other for any purpose whatsoever, and has a right or authority to assume
or create, in writing or otherwise, any obligation of any kind or nature, expressed or
implied, in the name of, or on behalf of any other party hereto.
	 
	6.9	 	Partial Invalidity. If any provision of this Agreement or the application thereof to
any person or circumstance shall be invalid or unenforceable to any extent, the remainder of
this Agreement and the application of such provision to persons or circumstances other than
those to which it is held invalid or unenforceable shall not be affected thereby, and each
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law. Any invalid or unenforceable provision of this Agreement shall be replaced with a
provision which is valid and enforceable and most nearly reflects the original intent of the
unenforceable provision.
	 
	6.10	 	Cumulative rights. All remedies of either party under this Agreement whether provided
herein or conferred by statute, civil law, common law, custom, trade or usage are cumulative
and not alternative and may be enforced successively or concurrently.
	 
	6.11	 	Authorised Representative. For the purposes of this Agreement, the Proprietor may be
represented by Licensor. Accordingly, the Proprietor hereby authorises Licensor and further
authorises Licensor to nominate its Managing Director or other representatives, to represent
the Proprietor and take any decision, which may be required to be taken, do all acts, serve
all notice(s) or execute all documents, which are or may be required by the Proprietor for the
proper and effective fulfilment of the rights and obligations under this Agreement. Any action
taken or document executed by Licensor in respect of the subject matter of this Agreement
shall be deemed to be acts done or documents executed by the Proprietor and shall be binding
on the Proprietor.
	 
	6.12	 	Further Undertakings. Upon termination of this Agreement pursuant to Section
4.6 hereof, the Proprietor shall, to the extent permitted by applicable laws and
regulations, use commercially reasonable endeavours to procure that Beijing Vizeum shall be
entitled to continue to exercise and enjoy Beijing Vizeum’s rights to use the Trademarks under
such terms and conditions substantially the same as those set forth herein.





[Signature page follows]









56









 







IN WITNESS WHEREOF, the Licensor, the Proprietor and Beijing Vizeum have executed this Agreement in
triplicate as of the date first dated above.




THE PROPRIETOR:




Aegis Trademarks BV




By:  /s/ Simon Zinger

 

Name: Simon Zinger




THE LICENSOR:




Posterscope Advertising Limited




By:  /s/ Patrick Stahle

 

Name: Patrick Stahle



Title: Chief Executive Officer




BEIJING VIZEUM:








By:  /s/ Yiping Sung

 

Name: Yiping Sung




SIGNATURE PAGE TO THE LICENSE AGREEMENT









 









 







EXHIBIT 1



The Vizeum mark was registered in China in Classes 35, 36, 38 and 41 (registration date 16 April
2003 under number 803142)



EXHIBIT 2



The Trademarks shall be used as follows for the letter head and in accordance with the corporate
guidelines as prescribed and amended from time to time by Licensor.









EXHIBIT 6


 









 





EXHIBIT 7

FORM OF THE DEED OF NON-COMPETITION




EXHIBIT 7





 









 








DATED 20 January 2010 




DANG HE



IN FAVOUR OF



POSTERSCOPE (HONG KONG) LIMITED



AND



POSTERSCOPE ADVERTISING LIMITED



 





DEED OF NON-COMPETITION



 





EXHIBIT 7








 









 








DEED OF NON-COMPETITION



THIS DEED OF NON-COMPETITION is made on the 20th day of January, 2010




GIVEN BY:





	(1)	 	MR. DANG HE (“Mr. Dang”), a PRC citizen with PRC passport number G38016389.





IN FAVOUR OF:





	(2)	 	POSTERSCOPE ADVERTISING LIMITED (“PAL”), a company incorporated under the laws of Hong Kong
with its registered office as at the date hereof at 16th Floor, 633 King’s Road,
North Point, Hong Kong; and






	(3)	 	POSTERSCOPE (HONG KONG) LIMITED (the “Company”), a company incorporated under the laws of
Hong Kong with its registered office as at the date hereof at 16th Floor, 633
King’s Road, North Point, Hong Kong.





RECITALS





	(A)	 	Media Port Holdings Limited, a company incorporated under the laws of the British Virgin
Islands with its registered office as at the date hereof at P.O. Box 957, Offshore
Incorporations Centre, Road Town Tortola, British Virgin Islands (“Media Port”), Charm
Communications Inc. (“Charm”), Aegis Media Pacific Ltd. (“Aegis Media”) and PAL have entered
into a joint venture agreement dated as of 20 January 2010 (the “Joint Venture Agreement”)
pursuant to which Media Port and PAL agreed to form a joint venture owned as to sixty per cent
(60%) by Media Port and forty per cent (40%) by PAL. Pursuant to the Joint Venture Agreement,
Media Port shall own 600 ordinary shares of the Company, representing 60% of the total issued
share capital of the Company and PAL shall own 400 ordinary shares of the Company,
representing 40% of the total issued share capital of the Company.






	(B)	 	Pursuant to the Joint Venture Agreement, Media Port, PAL, the Company and Charm
Communications Inc. (“Charm”) entered into a Shareholders Agreement dated as of 20 January
2010 (the “Shareholders Agreement”) which sets forth their mutual agreement regarding
corporate governance of the Company and their obligations in respect of the Company






	(C)	 	It is a condition to Closing (as defined in the Joint Venture Agreement) for Mr. Dang to
execute and deliver this Deed of Non-Competition.





NOW THIS DEED WITNESSES AND IT IS AGREED as follows:





	1.	 	INTERPRETATION






	In this Deed (including the Recitals) the following words and expressions shall (except where
context otherwise requires) have the following meanings:





3









 





	 	 	 
	“Aegis Group”

	 	means the group of companies comprising the
Aegis Group plc and its subsidiaries. The
expression “member of the Aegis Group” shall
be construed accordingly.
	 
	 	 
	“Affiliate”

	 	in respect of any specified person or entity,
means a person that directly or indirectly
Controls, is Controlled by or is under common
Control with such specified person or entity.
	 
	 	 
	“Beijing Vizeum”

	 	means  (Beijing Vizeum
Advertising Co. Ltd.), a wholly owned foreign
investment enterprise established under the
laws of the PRC.
	 
	 	 
	“Charm Group”

	 	means the group of companies comprising Charm,
its subsidiaries and the Domestic Companies
(as defined in the Charm Share Subscription
Agreement). The expression “member of the
Charm Group” shall be construed accordingly.
	 
	 	 
	“Charm Share Subscription 

Agreement”

	 	means the share subscription agreement dated
as of 20 January 2010 made between Aegis Media
Pacific Ltd., Merry Circle Trading Limited,
Charm and Mr. Dang in respect of the shares of
Charm.
	 
	 	 
	“Competing Business”

	 	has the meaning set forth in
Clause 2.1.1.
	 
	 	 
	“Control”

	 	means, in relation to any person at any time,
the power (whether directly or indirectly and
whether by ownership of share capital,
possession of voting power, contract or
otherwise) to appoint the majority of the
members of the governing body or management,
or otherwise to control the affairs and
policies of that other person.
	 
	 	 
	“Group”

	 	means the Company and its subsidiaries from
time to time including 
(Beijing Vizeum Advertising Co. Ltd.). The
expression “Group Company” shall mean any
member of the Group.
	 
	 	 
	“Hong Kong”

	 	means the Hong Kong Special Administrative
Region of the People’s Republic of China.
	 
	 	 
	“ICC Rules”

	 	has the meaning set forth in
Clause 4.2.1.






4









 






	 	 	 
	“Macau”

	 	means the Macau Special Administrative Region
of the People’s Republic of China.
	 
	 	 
	“PRC”

	 	means for the purpose of this Deed, the
People’s Republic of China excluding Hong Kong
and Macau.
	 
	 	 
	“Reference Date”

	 	means the last date on which any of Mr. Dang,
Media Port or any of his or its Affiliates
ceases to hold any Shares.
	 
	 	 
	“Restricted Services”

	 	has the meaning set forth in
Clause 2.1.2
	 
	 	 
	“Shares”

	 	means ordinary share of HK$1.00 each in the
capital of the Company with all rights
attaching thereto and any and all other shares
in the capital of the Company and any direct
or indirect interest in or rights to them
including beneficial interest and whether or
not vested.





In this Deed, save where the context otherwise requires:




words in the singular shall include the plural, and vice versa;



the masculine gender shall include the feminine and neutral and vice versa;



 a reference to a person shall include a reference to a firm, a body corporate, an
unincorporated association or to a person’s executors or administrators;




	 	 	 
	 
	 	a reference to a clause and sub-clause shall be a reference to a clause and
sub-clause (as the case may be) of this Deed;






if a period of time is specified and commences from a given day or the day of an
act or event, it shall be calculated inclusive of that day;



references to any legal term for any action, remedy, method or judicial proceeding, legal
document, legal status, court, official or any legal concept or thing shall in respect
of any jurisdiction other than Hong Kong be deemed to include what most nearly
approximates in that jurisdiction to the Hong Kong legal term;



references to writing shall include any modes of reproducing words in a legible and
non-transitory form;



the headings in this Deed are for convenience only and shall not affect the
interpretation of any provision of this Deed;



references to this Deed include this Deed as amended or supplemented in accordance with its
terms.



to the extent that it can be qualified, any matter involving more than Five
Hundred Thousand Hong Kong Dollars (HK$500,000) shall be deemed to be “material” when
such expression is used in this Deed.








5









 












	The designations adopted in the recitals and introductory statements preceding this clause apply
throughout this Deed.






	2.	 	PROTECTION OF INTERESTS




In this clause:




“Competing Business” means the business of media planning and buying on behalf of
advertisers or their advertising agents in the PRC, excluding out-of-home advertising,
digital marketing and advertising services and below the line marketing and advertising
services;



“Restricted Services” means services of the same type as or similar to or performing the
same or similar functions of any service described under the Competing Business; and



references to acting directly or indirectly include (without prejudice to the generality of
that expression) references to acting alone or jointly with or by means of any other
person.


Mr. Dang acknowledges that he receives personal benefit from the closing of the transactions
contemplated in the Joint Venture Agreement and the Shareholders Agreement and hereby
covenants with PAL and the Company that:




during the period which Mr. Dang, Media Port or his or its Affiliates directly or indirectly
holds any Share and during the period of two (2) years after the Reference Date:




	 	(a)	 	Mr. Dang and his Affiliates (excluding the member of the Charm
Group for the purpose of this Clause 2.2.1(a) only) shall not in the
PRC either on their own account or in conjunction with or on behalf of any
person, firm or company, directly or indirectly whether as a shareholder,
director, partner, agent or otherwise carry on or be engaged or interested in a
Competing Business or Restricted Services save that they may hold (A)
investment up to two percent (2%) of any class of securities of any publicly
traded company and (B) interests in Charm and its Affiliates; and
	 
	 	(b)	 	Mr. Dang and his Affiliates shall not in the PRC directly or
indirectly solicit, canvass or approach or endeavor to solicit, canvass or
approach any person, firm or company:






	 	(i)	 	who was provided with services by any Group
Company at any time during the previous six (6) months period; or
	 
	 	(ii)	 	who was negotiating with any Group Company for
the provision of services at any time during the previous six (6)
months period,






	 	 	 	with a view of offering to such person, firm or company any Restricted
Service in the PRC.




6









 












	 	(c)	 	Mr. Dang and his Affiliates shall not in the PRC directly or
indirectly solicit or entice away or endeavor to solicit or entice away from
any Group Company any person under employment by any Group Company in any
capacity whether or not such person would commit a breach of contract by reason
of leaving such employment;





during the period which Mr. Dang, Media Port or his or its Affiliates directly or indirectly
holds any Share, Mr. Dang and his Affiliates (except as a member of the Charm Group for
the purpose of this Clause 2.2.2 only) shall not in the PRC either on his own
account or in conjunction with or on behalf of any person, firm or company, directly or
indirectly whether as a shareholder, director, partner, agent or otherwise carry on or
be engaged or interested in any business which competes with the business carried on by
any member of the Aegis Group in the PRC at the date hereof or in any service of the
same type or similar to or performs the same or similar functions of any service
provided by any member of the Aegis Group in PRC at the date hereof save that he may
hold for investment up to two percent (2%) of any class of securities of any publicly
traded company;



Each of the restrictions set out in Clause 2.2 above are separate and severable and in the
event of any such restriction being determined as unenforceable in whole or in part for any
reason, such unenforceability shall not affect the enforceability of the remaining
restrictions or (in the case of restrictions unenforceable in part) the remainder of that
restriction.



The parties agree that having regard to all the circumstances the restrictive covenants herein
contained are reasonable and necessary for the protection of the relevant parties and further
agree that having regard to those circumstances the said covenants do not work harshly upon
the relevant party. However, it is recognized that restrictions of the nature in question may
fail for technical reasons currently unforeseen and accordingly it is hereby agreed and
declared that if any of such restrictions shall be adjudged to be void as going beyond what is
reasonable in all the circumstances for the protection of the relevant party but would be
valid if part of the wording thereof were deleted or the periods thereof reduced or the range
of activities or area dealt with thereby reduced in scope the said restriction shall apply
with such modifications as may be necessary to make it valid and effective.




	3.	 	TERM






	Term






	 	 	The term of this Deed shall commence on the date hereof and shall continue until termination
of the Shareholders Agreement.






	Antecedent Breach






	 	 	Termination of this Deed (or such termination with respect to any party hereto) shall not
affect any obligations and liabilities of any party in respect of any antecedent breach.




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	4.	 	GOVERNING LAW AND ARBITRATION






	Governing Law






	 	 	This Deed, and the rights and obligations arising hereunder, shall be governed by, and
construed in accordance with, the laws of Hong Kong.






	Arbitration





Any and all disputes arising out of or in connection with the negotiation,
execution, interpretation, performance or non-performance of this Deed shall be solely
and finally settled in accordance with the Rules of Arbitration of the International
Chamber of Commerce (the “ICC Rules”) by a single arbitrator appointed in accordance
with the ICC Rules. The Parties agree that the award of the arbitrator shall be the
sole and exclusive remedy between them regarding any claims, counterclaims, issues or
accountings presented to the arbitrator, irrespective of the magnitude thereof.



All arbitration proceedings shall be conducted in the English language pursuant to
the ICC Rules. The arbitration shall take place in Hong Kong or such other place as
the parties may mutually agree in writing. The parties hereto agree to facilitate the
arbitration by (i) making available to each other and to the arbitrator all documents,
books, records and personnel under his control as the arbitrator shall determine to be
relevant to the dispute; (ii) conducting arbitration hearings to the greatest extent
possible on successive, contiguous days; and (iii) observing strictly the time periods
established by the ICC Rules or by the arbitrator for the submission of evidence and
briefs.



Any decision or award of the arbitral tribunal shall be final and binding upon the
parties to the arbitration proceeding. The parties hereby waive to the fullest extent
permitted by law any rights to appeal or to review such award by any court or tribunal.
The parties agree that the arbitral award may be enforced against the parties to the
arbitration proceeding or their assets wherever they may be found and that a judgment
on the arbitration award may be entered in any court having jurisdiction over the
parties or their assets.



Notwithstanding anything herein contained, each party shall be entitled to seek injunction
relief, if possible, from any court of competent jurisdiction to protect its rights
under this Deed pending the constitution of the arbitral tribunal pursuant to this
Clause 4.




	5.	 	CONFIDENTIALITY






	Strict confidentiality






	 	 	All proprietary or non-public information provided by any party to this Deed to any other
party shall be maintained strictly confidential by the receiving party for a period of two
years from the date of termination of this Deed.






	Public domain, etc.





Notwithstanding the foregoing, the receiving party shall be relieved of the confidentiality



8









 








obligations of this Clause 5 if:



the information is or becomes generally available to the public through no fault of
the receiving party; or



the information was previously known to the receiving party or is acquired in good
faith by the receiving party from a third party not under an obligation of confidence
with respect to such information; or



the information is required to be disclosed by law, the rules of any stock exchange
or disclosure to each party’s legal or financial advisers for the purpose of enforcing
its rights or performing its obligations hereunder.




	6.	 	FORCE MAJEURE






	 	 	No party shall be liable for failure or delay in the performance of any of its obligations
under this Deed for the time and to the extent such failure or delay is caused by riots,
civil unrest, wars, natural disasters, fires, governmental laws or orders, actions by the
government or any agency thereof, terrorist actions, or other contingencies beyond the
reasonable control of the performing party.






	7.	 	MISCELLANEOUS





Failure or delay at any time on the part of a party to exercise any right, power or privilege under
any provision of this Deed shall not be construed as a waiver, nor shall any single or partial
exercise of any right, power or privilege preclude any future exercise thereof.



If any term or provision of this Deed is hereafter determined to be illegal or invalid by any
court of competent jurisdiction, the remainder of this Deed shall not be affected thereby and
shall continue in force notwithstanding such illegal provision or provisions. Any illegal or
invalid provision of this Deed shall be replaced by a provision which is valid and legal and
most nearly gives effect to the original intent of the illegal or invalid provision.



This Deed represents the entire understanding, and constitutes the whole agreement, in relation to
its subject matter and supersedes any previous agreement between the parties with respect
thereto and, without prejudice to the generality of the foregoing, excludes any warranty,
condition or other undertaking implied at law or by custom.



Mr. Dang shall indemnify, defend and hold harmless PAL, the Company and their respective
Affiliates and each of them, from and against any and all the losses, shortages, damages,
deficiencies, costs, liabilities, expenses, (including but not limited to, interest, penalties
and reasonable attorneys’, accountants’ and other professional fees and disbursements) and
assessments, claims, demands and actions (including those arising from third party) sustained,
suffered or incurred by PAL, the Company or any of their Affiliates directly or indirectly
arising from or in connection with any breach of any representation and warranty, undertaking,
commitment, obligation, indemnity or covenant of Mr. Dang contained in this Deed or in any
certificate or other writing delivered in connection herewith or any facts or circumstances
constituting such breach.






9









 








PAL may at any time, without the consent of the other parties hereto, assign any of its rights or
obligations under this Deed to any Affiliate of PAL to which any Share is Transferred pursuant
to the Joint Venture Agreement.



Mr. Dang may not assign any of his rights or obligations under this Deed to any other person
without the prior written consent of PAL and the Company.



The parties shall pay their own costs in connection with the preparation, negotiation and
execution of this Deed.



This Deed may be executed in any number of counterparts and by the parties on separate
counterparts, each of which when so executed shall be an original, but all of the counterparts
shall together constitute one and the same deed; provided always that this Deed shall not
become valid and binding unless and until executed by the parties.




	8.	 	NOTICES






	A notice, approval, consent or other communication in connection with this Deed:






	 	 	must be in writing; and





must be left at the address of the addressee, or sent by prepaid registered post
(airmail if posted to or from a place outside Hong Kong) to the address of the
addressee or sent by facsimile to the facsimile number of the addressee which is
specified in this clause or if the addressee notifies another address or facsimile
number in Hong Kong then to that address or facsimile number.




	 	 	 	The address and facsimile number of each party is:
	 
	 	 	 	Mr. Dang
	 
	 	 	 	26th Floor, Oriental Media Center

4 Guanghua Road, Chaoyang District

Beijing 100026

People’s Republic of China

Fax No.: (86) 10 6583 0100
	 
	 	 	 	with a courtesy copy to:
	 
	 	 	 	DLA Piper UK LLP Beijing Representative Office

20th Floor South Tower

Beijing Kerry Center
1 Guanghua Road, Chaoyang District

Beijing 100020
	 
	 	 	 	Attention: Mr. Steven Liu

Fax No.: (86) 10 6561 5158




10









 






	 	 	 	PAL





	 	 	 	 	 
	Address

	 	:
	 	16th Floor, 633 King’s Road, North Point, Hong Kong
	Facsimile

	 	:
	 	+852 2805 0308
	Attn

	 	:
	 	 Finance Director
	 
	 	 	 	 
	With a copy to:
	 	 	 	 
	 
	 	 	 	 
	Address

	 	:
	 	 152 Beach Road, #36-05 Gateway East, Singapore 18972115
	Facsimile

	 	:
	 	(65) 6396 5945
	Attn

	 	:
	 	Chief Financial Officer, Asia Pacific, Aegis Media
	 
	and
	 	 	 	 
	 
	Address

	 	:
	 	Parker Tower, 43-49 Parker Street
	 

	 	 	 	London, WC2B 5PS, England
	Facsimile

	 	:
	 	44(0)20 7550 3322
	Attn

	 	:
	 	General Counsel, Aegis Media
	 
	 	 	 	 
	Company
	 	 	 	 
	 
	 	 	 	 
	Address

	 	:
	 	16th Floor, 633 King’s Road, North Point, Hong Kong
	Facsimile

	 	:
	 	(852) 2805 0308
	Attn

	 	:
	 	Finance Director
	 
	 	 	 	 
	With a copy to

	 	:	 	 
	 
	 	 	 	 
	Address

	 	:
	 	152 Beach Road, #36-05 Gateway East, Singapore 18972115
	Facsimile

	 	:
	 	(65) 6396 5945
	Attn

	 	:
	 	Chief Financial Officer, Asia Pacific, Aegis Media
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	Address

	 	:
	 	Parker Tower, 43-49 Parker Street, London, WC2B
	 

	 	 	 	5PS, England
	Facsimile

	 	:
	 	44(0)20 7550 3322
	Attn

	 	 	 	General Counsel, Aegis Media






A notice, approval, consent or other communication shall take effect from the time it is
received (or, if earlier, the time it is deemed to be received in accordance with Clause
8.3) unless a later time is specified in it.



A            letter or facsimile is deemed to be received:







11









 







in the case of a posted letter, unless actually received earlier, on the third
(seventh, if posted to or from a place outside Hong Kong) day after posting; and



in the case of facsimile, on production of a transmission report from the machine
from which the facsimile was sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient.









12









 







IN WITNESS WHEREOF the parties hereto have executed this Deed under seal in the places and on the
date hereinafter written.




	 	 	 	 	 	 	 
	SIGNED, SEALED and DELIVERED by
	 	)	 	 	 	 
	MR. DANG HE
	 	)	 	 	 	 
	in the presence of:
	 	)	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by
	 	)	 	 	 	 
	on behalf of
	 	)	 	 	 	 
	POSTERSCOPE ADVERTISING LIMITED
	 	)	 	 	 	 
	in the presence of:
	 	)	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by
	 	)	 	 	 	 
	on behalf of
	 	)	 	 	 	 
	POSTERSCOPE (HONG KONG) LIMITED
	 	)	 	 	 	 
	in the presence of:
	 	)	 	 	 	 






EXHIBIT 7