**1. SALE AND TRANSFER OF SHARES; CLOSING**     **1.1 Interests and Shares**. Upon the terms and subject to the conditions of this Agreement, atthe Closing, Sellers shall sell and transfer the Target Interests to the Buyers, and the Buyersshall purchase the Target Interests from the Sellers in accordance with the following:          (a) **Minority Company Equity.**Taide shall sell and transfer the Minority Company Equity toINTAGE Shanghai and INTAGE Shanghai shall purchase the Minority Company Equity from Taide; and          (b) **Holdco Shares (Majority Company Equity).**XSEL shall sell and transfer the Holdco Sharesto INTAGE and INTAGE shall purchase the Holdco Shares from XSEL resulting in INTAGE’s indirectacquisition of the Majority Company Equity.     **1.2 Pricing**.          (a) **Purchase Price.**The purchase price for the Target Interest (and indirectly the CompanyEquity) shall be USD equivalent amount of Japanese Yen One Billion Fifty Million (JPY1,050,000,000)(the “**Purchase Price**”) subject to adjustment, if any, upon the terms and subject to the conditionsherein. The USD equivalent or JPY equivalent of any amount shall be determined by reference, asapplicable, to the cross rates as published in the Wall Street Journal Asia (print edition) on theEffective Date (the “**Reference Rate**”).          (b) **Holdback**.               (i) At the Closing, as security for the indemnification obligations of the Sellers set forthin the Transaction Agreements, INTAGE shall retain the USD equivalent of the Holdback Amount,determined at the Reference Rate, from the Purchase Price. The “**Holdback Amount**” shall be an amountequal to the sum of (A) the USD equivalent amount of Japanese Yen Eighteen Million (JPY18,000,000)and (B) the USD equivalent of such additional amounts, as agreed by INTAGE and XSEL afternegotiations in good faith, to represent additional security for any potential Breaches as of theClosing Date of any representation, warranty, covenant or obligation of the Sellers containedherein and any other bona fide Liabilities of any Hyperlink Company (otherwise not accounted for bythe foregoing (A)), in each case identified in writing with reasonable detail by either Buyer fromtime to time prior to the Closing Date (such amounts, the “**Reserved Amounts**”; and such Liabilities,the “**Reserved Liabilities**”), *provided*that the Parties acknowledge and agree that the ReservedAmounts or any portion thereof shall not be deemed a definitive determination of the amount ofBuyer Damages with respect to any indemnification obligation of the Sellers hereunder, ifapplicable.               (ii) On the first (1st) anniversary of the Closing Date (or, if such date is not a BusinessDay, the first Business Day thereafter), INTAGE shall deliver the Holdback Amount (if any) in USDto XSEL, by wire transfer in immediately available funds. Notwithstanding the foregoing, INTAGEmay withhold from such delivery the USD equivalent of any outstanding amounts settled or otherwisedetermined with respect to resolved disputes or with respect to claims for Buyer Damages then indispute related to any of the Sellers’ indemnification obligations arising under this Agreement;*provided, however,*that any withheld Holdback Amount, to the extent not applied in satisfaction of Sellers’ indemnificationobligations, shall be paid to XSEL promptly upon resolution of such dispute.
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               (iii) If XSEL and INTAGE are unable to agree after negotiations in good faith on any portionof the Reserved Amounts, INTAGE may, in its sole discretion, deposit an amount equal to the lesserof (i) the USD equivalent of such amounts with respect to un-agreed Reserved Liabilities determinedat the Reference Rate and (ii) ten (10) per cent of the Purchase Price (the “**Escrow Funds**”) with aninternational financial institution selected by INTAGE subject to XSEL’s consent not to beunreasonably withheld (the “**Escrow Agent**”), pursuant to an escrow agreement in the Escrow Agent’sstandard form and containing terms and conditions consistent with this Section 1.2(b) (the“**Escrow Agreement**”), executed by INTAGE and XSEL, dated and delivered on the Closing Date. TheEscrow Agent shall hold the Escrow Funds in trust on behalf of the Parties to settle any claimswith respect to any Buyer Damages related to the Reserved Liabilities. The Escrow Agreement shallprovide, among other provisions, that all fees of the Escrow Agent shall be shared equally betweenINTAGE and XSEL.               (iv) On the first (1st) anniversary of the Closing Date (or, if such date is not aBusiness Day, the first Business Day thereafter), the Escrow Agent shall deliver any remainingamount of the Escrow Funds (if any) in USD to XSEL, by wire transfer in immediately availablefunds. Notwithstanding the foregoing, the Escrow Agreement shall require the Escrow Agent towithhold from such delivery the equivalent of any outstanding amounts settled or otherwisedetermined with respect to resolved disputes (which amounts shall be promptly paid to INTAGE) orwith respect to claims for Buyer Damages then in dispute related to the Reserved Liabilities andSellers’ indemnification obligations under this Agreement; *provided, however,*that any remainingEscrow Funds, to the extent not applied in satisfaction of Sellers’ indemnification obligations,shall be paid to XSEL promptly upon resolution of such dispute.               (v) For the avoidance of doubt, nothing in this Section 1.2(b) shall be construed aslimiting the liability of XSEL to the amount of the Holdback Amount or Escrow Funds, nor shallpayments from the Holdback Amount or Escrow Funds be considered as liquidated damages for anyBreach under any Transaction Agreement and are in addition to any other remedies set forth in thisAgreement.     **1.3 Closing.**The purchase and sale of the Target Interests (the “**Closing**”) provided for inthis Agreement shall take place at the offices of K&L Gates in Hong Kong, as soon as reasonablypracticable, but in no event later than five (5) Business Days or such other date as shall beagreed to by the Parties hereto, after satisfaction or waiver of the conditions to Closing setforth in Article  5, or at such other time and place as the Parties may agree. Subject tothe provisions of Article  6, failure to consummate the purchase and sale provided for inthis Agreement on the date and time and at the place determined pursuant to this Section 1.3 shall not result in the termination of this Agreement and shall not relieve any Party ofany obligation under this Agreement. The actual date and time of the Closing is referred to hereinas the “**Closing Date**”.     **1.4 Closing Deliveries and Obligations**. At the Closing:          (a) XSEL shall deliver to INTAGE:               (i) duly executed instruments of transfer and sold notes (in a form complying with the StampDuty Ordinance (Cap. 117 of the laws of Hong Kong)) in respect of Holdco Shares in favor of INTAGE accompanied by the relevant certificates for the HoldcoShares;
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               (ii) a certified copy of the shareholder registry of Holdco indicating that XSEL has valid andgood title and is the legal and beneficial owner and holder of the Holdco Shares;               (iii) an investment certificate representing the Majority Company Equity that affirmativelyindicates Holdco has valid and good title and is the legal and beneficial owner and holder of theMajority Company Equity;               (iv) all Governmental Approvals necessary for the transfer of the Majority Company Equity fromTaide to Holdco including (A) an official reply approving the transfer of Majority Company Equity,and (B) an approval letter and a Certificate of Approval issued by MOFCOM stating that Holdco owns70% of the Company Equity Interest, and a new business license;               (v) all documents necessary to confirm that Holdco has duly paid to Taide the considerationfor the Majority Company Equity; and               (vi) the Escrow Agreement (if applicable), duly executed by XSEL.          (b) Taide shall deliver to INTAGE Shanghai:               (i) an investment certificate representing the Minority Company Equity, duly endorsed (oraccompanied by duly executed transfer powers) for transfer to INTAGE Shanghai; and               (ii) a Certificate of Approval issued by MOFCOM that indicates that INTAGE Shanghai has validand good title and is the legal and beneficial owner and holder of the Minority Company Equity.          (c) The Sellers shall deliver to the Buyers:               (i) deeds of release in the form attached hereto as Exhibit 1.4(c)(i), duly executedby each of the Sellers (the “**Sellers’ Releases**”);               (ii) copies of employment agreements and other written documentation confirming or otherwiseverifying the employment with the relevant Hyperlink Company as of the Closing Date with respect toeach Employee set forth on (A) Schedule 1.4(c)(ii)(A), and (B) Schedule1.4(c)(ii)(B) to the extent that XSEL has been able to procure such employment agreements andother written documentation after using commercially reasonable best efforts;               (iii) a deed of noncompetition in the form attached hereto as Exhibit 1.4(c)(iii),duly executed by the Sellers (the “**Noncompetition Deed**”);               (iv) a certificate executed by an appropriate officer of each Seller dated the Closing Datestating that the conditions set forth in Section 5.1 have been satisfied;               (v) the paid Tax receipt for all overdue Overseas Income Taxes (as defined herein) for theCompany; and
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               (vi) such other customary instruments of transfer, assumptions, filings or documents in a formreasonably satisfactory to the Buyers, as may be required to give effect to this Agreement.          (d) INTAGE shall deliver :               (i) to XSEL, by wire transfer in immediately available funds, the amount equal to the PurchasePrice minus (A) the Holdback Amount and the Escrow Funds (if any) and (B) the USD equivalent of theMinority Company Equity Consideration (as defined below), determined at the Reference Rate; and               (ii) the Escrow Agreement (if applicable), duly executed by INTAGE.          (e) INTAGE Shanghai shall deliver to Taide, by wire transfer in immediately available funds,RMB One Million Five Hundred Thousand (RMB1,500,000) (the “**Minority Company Equity Consideration**”).          (f) The Buyers shall deliver:               (i) a certificate executed by an appropriate officer of each Buyer dated the Closing Datestating that the conditions set forth in Section 5.2 have been satisfied; and               (ii) such other customary instruments of transfer, assumptions, filings or documents in a formreasonably satisfactory to the Sellers, as may be required to give effect to this Agreement.     **1.5 Adjustment**.          (a) As soon as reasonably practicable and in any event within seventy-five (75) days after theClosing Date, INTAGE shall prepare, or cause to be prepared, and deliver to XSEL a consolidatedbalance sheet of the Company (the “**Closing Balance Sheet**”), including a computation of theconsolidated Net Assets (the “**Closing Net Assets**”), each as of the Closing Date and in RMB,prepared by Deloitte (the “**Accountant**”) in accordance with IFRS using the same accounting methods,policies, practices and procedures, with consistent classifications and estimation methodologies,as were used in preparation of the Financial Statements (the “**Accounting Standards**”).          (b) The Closing Balance Sheet as prepared and delivered by the Accountant shall become bindingand conclusive on the Parties for the purpose of calculating the Closing Net Assets and anyadjustment to the Purchase Price, unless XSEL delivers a written statement of objections to INTAGE,within thirty (30) days after XSEL’s receipt of the Closing Balance Sheet, specifying in reasonabledetail the component(s) which are disputed, the basis of such disputes and the changes XSELconsiders necessary for the Closing Balance Sheet to be in accordance with the AccountingStandards.          (c) If XSEL provides a written statement of its objections in accordance withSection 1.5(b) above, then the issues in dispute shall be submitted to the Accountant for resolution.If the issues in dispute are submitted to the Accountant for resolution, (i) each of INTAGE andXSEL shall furnish to the Accountant such workpapers and other documents and information relatingto the disputed issues as the Accountant may request and are available to that Party (or itsindependent public accountants), and shall be afforded the opportunity to present to
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the Accountant any material relating to the determination and to discuss the determinationwith the Accountant; (ii) the Closing Balance Sheet and the Closing Net Assets as adjusted orotherwise revised and finally determined by the Accountant (the “**Final Adjustment Amount**”), as setforth in a notice delivered to each of INTAGE and XSEL by the Accountant, shall be binding andconclusive on the Parties; and (iii) INTAGE and XSEL shall each bear 50% of the fees of theAccountant for the determination of the Final Adjustment Amount.          (d) In accordance with the applicable procedures of this Section 1.5, the PurchasePrice shall be adjusted by the Subsequent Adjustment Amount. The “**Subsequent Adjustment Amount**” isan amount equal to (i) the Closing Net Assets or Final Adjustment Amount (as the case may be) minus(ii) RMB Sixteen Million Two Hundred and Eighty Two Thousand Six Hundred and Fifty Six(RMB16,282,656). If the Subsequent Adjustment Amount is a positive number, then INTAGE shallpromptly (and in any event within three (3) Business Days) after the determination of the ClosingNet Assets or Final Adjustment Amount (as the case may be) pay the USD equivalent of the SubsequentAdjustment Amount to XSEL, by wire transfer in immediately payable funds. If the SubsequentAdjustment Amount is a negative number, then XSEL shall promptly (and in any event within three (3)Business Days) after the determination of the Closing Net Assets or Final Adjustment Amount (as thecase may be) pay the JPY equivalent of the Subsequent Adjustment Amount to INTAGE, by wire transferin immediately available funds. Any conversion required with respect to any payment in accordancewith this Section 1.5(d) will be determined at the Reference Rate.**2. REPRESENTATIONS AND WARRANTIES OF THE SELLERS**     Except as specifically set forth on Schedule 2 (the “**Disclosure Schedule**”) attached tothis Agreement (the parts of which are numbered to correspond to the individual Section numbers ofthis Article  2), the Sellers hereby represent and warrant (without limiting any otherrepresentations or warranties made by the Sellers in this Agreement or any other TransactionAgreement) to the Buyers as follows:     **2.1 Organization; Good Standing; Qualification.**Section 2.1 of the DisclosureSchedule sets forth each Hyperlink Company’s jurisdiction of organization and each jurisdiction inwhich such Hyperlink Company is qualified to do business. Each Hyperlink Company (a) is acorporation, partnership, limited liability company or other entity duly organized, validlyexisting and in good standing under the laws of its jurisdiction of organization; (b) is dulyqualified to conduct business and is in corporate and Tax good standing under the laws of eachjurisdiction in which the nature of its business or the operation of its assets requires suchqualification; and (c) has full power and authority required to own and operate its assets and tocarry on its business as now being conducted and as presently proposed to be conducted.     **2.2 Books and Records.**With respect to each Hyperlink Company:          (a) the Sellers have delivered to the Buyers accurate, correct and complete copies of: (i) theOrganizational Documents, as presently in effect; (ii) all stock, equity interest and investmentrecords, including without limitation the stock and ownership ledger and copies of any stock orinvestment certificates issued; (iii) all Board and shareholder resolutions; and (iv) all books ofaccount and other financial records;          (b) the minute books accurately and completely reflect all material corporate actions of itsshareholders, the Board and any committees of the Board. The books of account and other financialrecords are accurate and complete and have been maintained in accordance with
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sound business practices. At the Closing, all of those books and records shall be in thepossession of the Hyperlink Companies; and          (c) such Hyperlink Company is not in violation of any of the provisions of its OrganizationDocuments or resolutions, and no condition or circumstance exists that likely would constitute orresult directly or indirectly in such a violation.     **2.3 Capitalization**.          (a) Section 2.3 of the Disclosure Schedule sets forth an accurate, correct andcomplete list of the respective registered capital or equity interest and shareholding structure,of each Hyperlink Company, all of the shares or equity interests of which have been dulyauthorized, and are validly issued, fully paid and non-assessable, and there are no other shares ofcapital stock or equity interests issued or outstanding.          (b) In each case free and clear of all Encumbrances:               (i) on the Effective Date (A) Taide shall have valid and good title and be the legal andbeneficial owner and holder of the Company Equity, and (B) the Company shall have valid and goodtitle and be the legal and beneficial owner and holder of all of the equity interests of HyperlinkGuangzhou and shall not own any other capital or equity interests in any other Person;               (ii) immediately prior to the Closing (A) XSEL shall have valid and good title and be thelegal and beneficial owner and holder of the Holdco Shares, and (B) Taide shall have valid and goodtitle and be the legal and beneficial owner and holder of the Minority Company Equity; and               (iii) immediately prior to, at and after the Closing, (A) Holdco shall have valid and goodtitle and be the legal and beneficial owner and holder of the Majority Company Equity, and (B) theCompany shall have valid and good title and be the legal and beneficial owner and holder of all ofthe equity interests of Hyperlink Guangzhou and shall not own any other capital or equity interestsin any other Person.          (c) There is no (i) outstanding preemptive right, subscription, option, call, warrant or otherright to acquire any securities or equity interests of any Hyperlink Company; (ii) outstandingsecurity, instrument or obligation that is or may become convertible into or exchangeable for anysecurities or equity interests of any Hyperlink Company; (iii) Contract under which any HyperlinkCompany is or may become obligated to sell, issue or otherwise dispose of or redeem, purchase orotherwise acquire any of its securities or equity interests; (iv) shareholder agreement, votingtrust or other agreement, arrangement or understanding that may affect the exercise of voting orany other rights with respect to the capital stock or equity interests of any Hyperlink Company; or(v) agreement, plan, policy or other procedure with respect to stock options granted to Employeesof the Hyperlink Companies.     **2.4 Authority; No Conflict**.          (a) Each Seller has all requisite power and authority to execute and deliver this Agreementand all other Transaction Agreements to which it is a party and to carry out the provisions of thisAgreement and the other Transaction Agreements. The execution, delivery and performance by eachSeller of this Agreement and the other Transaction Agreements has been
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approved by all requisite action on the part of such Seller (including the approval of theshareholders of such Seller) and this Agreement has been duly and validly executed and delivered bysuch Seller. Each of the Transaction Agreements constitutes, or upon execution and delivery, willconstitute, the legal, valid and binding obligation of each Seller, enforceable against such Sellerin accordance with its terms.          (b) The execution, delivery and performance of this Agreement or any other TransactionAgreement by each Seller do not and shall not:               (i) conflict with, violate or result in any breach of (A) any of the provisions of suchSeller’s or any Hyperlink Company’s Organizational Documents; (B) any Resolutions; (C) to theSellers’ Knowledge, any term or requirement of any Governmental Approval held by such Seller orsuch Hyperlink Company relating to such Hyperlink Company’s business; or (D) to the Sellers’Knowledge, any provision of any Material Contract to which such Hyperlink Company is a party;               (ii) to the Sellers’ Knowledge, give any Governmental Body or other Person the right to (A)challenge the Transaction; (B) exercise any remedy or obtain any relief under any Legal Requirementor any Order to which any of the Sellers or the Hyperlink Companies is subject; (C) declare adefault of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify orreceive any payment under any Material Contract; or (D) revoke, suspend or modify any GovernmentalApproval;               (iii) violate or result in a breach of or constitute a default under any Legal Requirement orMaterial Contract to which any of the Sellers or the Hyperlink Companies is subject;               (iv) to the Sellers’ Knowledge, cause any of the Company Equity or the Holdco Shares to bereassessed or revalued by any Tax Authority or other Governmental Body; and               (v) result in the imposition or creation of any Encumbrance upon or with respect to any of theCompany Equity or the Holdco Shares.     **2.5 Financial Statements**.          (a) The Sellers have previously delivered to the Buyers the following financial statements(collectively, the “**Financial Statements**”) the unaudited consolidated balance sheets, and therelated statements of operations, changes in shareholders’ equity, and cash flows, of the Companyas of and for the fiscal years ended 31 December 2006, 31 December 2007, and 31 December 2008together with the notes thereto.          (b) All of the Financial Statements (i) are true, accurate and complete in all materialrespects; (ii) are consistent with the books and records of the Company; (iii) present fairly andaccurately the financial condition of the Hyperlink Companies as of the respective dates thereofand the results of operations, changes in shareholder’s or other owner’s equity and cash flows ofthe Hyperlink Companies for the periods covered thereby; and (iv) have been prepared in accordancewith IFRS, applied on a consistent basis throughout the periods covered, and in a manner consistentwith historical practice. All reserves established by the Hyperlink Companies and set forth in theFinancial Statements are adequate for the purposes for which they were established.
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          (c) Section 2.5 of the Disclosure Schedule sets forth an accurate, correct andcomplete breakdown and aging of the Company’s accounts payable (including to all of its suppliers)as of 31 December 2008.     **2.6 Absence of Undisclosed Liabilities.**The Hyperlink Companies have no Liabilities otherthan (a) those set forth in the Financial Statements; (b) those incurred in the Ordinary Course ofBusiness and not required to be set forth in the Financial Statements under IFRS; (c) thoseincurred in the Ordinary Course of Business since the Financial Statements Date; (d) those incurredin connection with the execution of any of the Transaction Agreements or the Transaction; and (e)those that would not reasonably likely have or result in a Material Adverse Effect.     **2.7 Absence of Material Changes.**Except as set forth in Section 2.7 of the DisclosureSchedule, since the Financial Statements Date, (a) each Hyperlink Company has conducted itsbusiness in the Ordinary Course of Business in all material aspects, except for the transactionscontemplated by the Transaction Agreements; and (b) no event or circumstance has occurred thatcould reasonably make any representation or warranty contained herein, if made as of the FinancialStatements Date, untrue or incorrect in any material respect.     **2.8 Transactions with Affiliates**. Except as set forth in the Financial Statements andSection 2.8 of the Disclosure Schedule, no Affiliate of any Seller (a) owns any debt,equity or other interest in any entity with which any Hyperlink Company is affiliated; (b) isindebted to any Hyperlink Company, nor is any Hyperlink Company indebted (or committed to makeloans or extend or guarantee credit) to any Affiliate of any Seller other than with respect to anyHyperlink Company’s obligations to pay accrued salaries, reimbursable expenses or other standardEmployee benefits; (c) has any direct or indirect interest in any asset, property or other rightused in the conduct of or otherwise related to the business of any Hyperlink Company; (d) has anyclaim or right against any Hyperlink Company, and no event has occurred, and no condition orcircumstance exists, that might directly or indirectly give rise to or serve as a basis for anyclaim or right in favor of any Affiliate of any Seller against any Hyperlink Company; (e) is aparty to any Material Contract or has had any direct or indirect interest in, any MaterialContract, transaction or business dealing of any nature involving any Hyperlink Company; or (f)received from or furnished to any Hyperlink Company any goods or services (with or withoutconsideration) since the Financial Statements Date. To the Sellers’ Knowledge, no Seller nor anyAffiliate of any Seller holds any cash or cash equivalents on behalf of any Hyperlink Company.     **2.9 Account Receivables**. To the Sellers’ Knowledge, each Receivable as set forth in theFinancial Statements is (a) a valid and legally binding obligation of the account debtorenforceable in accordance with its terms, free and clear of all Encumbrances, and not subject tosetoffs, adverse claims, counterclaims, assessments, defaults, prepayments, defenses, andconditions precedent; (b) a true and correct statement of the account for merchandise actually soldand delivered to, or for services actually performed for and accepted by, such account debtor; and(c) fully collectible, unless (x) such Receivable is subject to any trade discount provided in theOrdinary Course of Business, (y) the Financial Statements have provided an allowance for doubtfulaccounts with respect to such Receivable, or (z) failure to collect such Receivable for whateverreason will not reasonably likely have or result in a Material Adverse Effect on the relevantHyperlink Company.
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     **2.10 Material Contracts**.          (a) Except for the Material Contracts listed in Section 2.10 of the DisclosureSchedule and as set forth in the Transaction Agreements, none of the Hyperlink Companies is a partyto or bound by any Material Contract in connection with the Company’s business as of the datehereof.          (b) Each Material Contract is currently valid and in full force and effect, and is enforceableby the Hyperlink Company party thereto in accordance with its terms.          (c) No Person has notified a Hyperlink Company that either such Hyperlink Company or, to theSellers’ Knowledge, any other Hyperlink Company, is in default under any Material Contract, exceptwhere such default would not reasonably likely have or result in a Material Adverse Effect. Noevent has occurred, and no circumstance or condition exists, that might (i) result in a violationor breach of any material provision of any Material Contract; (ii) to the Sellers’ Knowledge, giveany Person the right to declare a default or exercise any remedy under any Material Contract; (iii)to the Sellers’ Knowledge, give any Person the right to accelerate the maturity or performance ofany Material Contract or to cancel, terminate or modify any Material Contract; or (iv) otherwisehave a Material Adverse Effect on any Hyperlink Company in connection with any Material Contract.No Hyperlink Company has waived any of its rights under any Material Contract except where suchwaiver would not reasonably likely have or result in a Material Adverse Effect on any HyperlinkCompany.          (d) To the Sellers’ Knowledge, each Person against which a Hyperlink Company has or mayacquire any rights under any Material Contract is (i) solvent and (ii) able to satisfy suchPerson’s material obligations and liabilities to such Hyperlink Company.          (e) The performance of the Material Contracts will not result in any violation of or failureby any Hyperlink Company to comply with any Legal Requirement that would reasonably likely have orresult in a Material Adverse Effect.          (f) The Material Contracts constitute all of the Contracts necessary to enable the HyperlinkCompanies to conduct their businesses in the manner in which such businesses are currently beingconducted.     **2.11 Insurance**. Section 2.11 of the Disclosure Schedule lists all material insurancepolicies covering the properties and assets of each Hyperlink Company’s business entered into byone or more of the Hyperlink Companies (collectively, “**Insurance Policies**”). Each InsurancePolicy is valid, binding, and in full force and effect. To the Sellers’ Knowledge, no HyperlinkCompany is in breach of any Insurance Policy, and no event has occurred which would constitute sucha breach or, to the Sellers’ Knowledge, permit termination, modification, or acceleration, of anyInsurance Policy. No Hyperlink Company has received any notice of cancellation or non-renewal ofany Insurance Policy. The consummation of the Transaction will not cause a breach, termination,modification, or acceleration of any Insurance Policy. There is no claim under any InsurancePolicy that has been improperly filed or as to which any insurer has questioned, disputed or deniedLiability. No Hyperlink Company has received any notice of any facts that might result in, amaterial increase in the premium for any Insurance Policy.
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     **2.12 Assets**.          (a) The Hyperlink Companies own, directly or indirectly, all right, title and interest in andto all assets necessary to carry on the business currently carried on by them, and the value ofsuch assets is set forth in the Financial Statements.          (b) The buildings and equipment of the Hyperlink Companies, whether owned or leased, arestructurally sound, are in good operating condition and repair, and are adequate for the uses towhich they are being put, and none of such buildings or equipment is in need of maintenance orrepairs except for ordinary, routine maintenance and repairs that are not material in nature orcost. The buildings and equipment of the Hyperlink Companies are sufficient for the continuedconduct of the Hyperlink Companies’ businesses after the Closing in substantially the same manneras conducted prior to the Closing.     **2.13 Real Property**. No Hyperlink Company owns any real property, buildings, plants, orstructures. Section 2.13 of the Disclosure Schedule sets forth an accurate and completelist of all real property used in the Company’s business as of date hereof that is leased andsubleased by any Hyperlink Company (the “**Leased Real Property**”). All of the leases of the LeasedReal Property are in full force and effect in all material aspects and there is no material defaultby any of the Hyperlink Companies thereunder. The Sellers have delivered to the Buyers accurate,correct and complete copies of each lease for the real property subject to such lease.     **2.14 Intellectual Property**.          (a) Section 2.14 of the Disclosure Schedule sets forth a complete and accurate list ofall Intellectual Property that is currently used, registered or applied for in connection with eachHyperlink Company’s business. Each Hyperlink Company shall (i) be the sole legal and beneficialowner of all right, title and interest in and to the Intellectual Property, having good titlethereto, free and clear of any Encumbrances and, to the Sellers’ Knowledge, no other Person has anyclaim of ownership with respect to the Intellectual Property; or (ii) be duly and validly licensedto use the Intellectual Property in the manner currently used and contemplated to be used by theHyperlink Companies in the conduct of their business.          (b) To the Sellers’ Knowledge, the Intellectual Property, and the disclosing, copying, making,having made, importing, using, selling or other exploitation or disposition of the IntellectualProperty, products or services embodying any of the Intellectual Property, and the conduct of theHyperlink Companies’ businesses, do not and will not violate, infringe, misappropriate or otherwiseconflict or interfere with any proprietary right of any third party that would reasonably likelyhave or result in a Material Adverse Effect.     **2.15 Customers**.          (a) Section 2.15 of the Disclosure Schedule sets forth a complete and accurate list ofthe top 10 largest customers of the Hyperlink Companies by the aggregate sales revenue for thefiscal year ended 31 December 2008. To the Sellers’ Knowledge, except as set out in the MaterialContracts, none of these top 10 customers will cease or substantially reduce the business conductedwith such Hyperlink Company after or as a result of the consummation of the transactionscontemplated in this Agreement.          (b) Except as set forth in Section 2.15 of the Disclosure Schedule, no HyperlinkCompany has entered into any Material Contract under which such Hyperlink
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Company is restricted from selling, licensing or otherwise distributing any material servicesof any Hyperlink Company to any class of customers, in any geographic area, during any period oftime or in any segment of the market that would reasonably likely have or result in a MaterialAdverse Effect.     **2.16 Employees**.          (a) **Employees and Contracts**. Except as set forth in Section 2.16 of the DisclosureSchedule and to the Sellers’ Knowledge, no Employee of any Hyperlink Company intends to terminatehis or her employment or other engagement with such Hyperlink Company, nor does such HyperlinkCompany have a present intention to terminate the employment or engagement of any Contractor thatwould reasonably likely have or result in a Material Adverse Effect.          (b) **Compensation**. Section 2.16 of the Disclosure Schedule sets forth an accurate andcomplete list of all Employees of each Hyperlink Company, indicating each Employee’s name, title orposition, present annual compensation, years of service, and various Benefit Plans that suchEmployee is entitled to (if any), and an accurate and complete list of all Material Contractsbetween any such Employee and any Hyperlink Company. There are no outstanding or, to the Sellers’Knowledge, potential claims by any Employee of any Hyperlink Company against any other HyperlinkCompany for payment of any kind, including but not limited to, unpaid wages, supplements or socialwelfare contributions to which such Employee is entitled under applicable Legal Requirements. TheSellers have disclosed to the Buyers true, accurate and complete copies and a list of all written,or summaries of all oral, agreements and understandings between any Seller and any Employee withrespect to a change of Control or potential change of Control of any Hyperlink Company(collectively, the “**Change-of-Control Agreements**”).          (c) **Disputes**. As of the date hereof, there is no pending or, to the Sellers’ Knowledge,threatened strike, walkout or other work stoppage or any union organizing effort by any of theEmployees.          (d) **Unions**. No Hyperlink Company has any collective bargaining agreement with any of itsEmployees. There is no labor union organizing or, to the Sellers’ Knowledge, election activitypending or threatened with respect to any Hyperlink Company.     **2.17 Compliance with Applicable Legal Requirements**.          (a) Except as set forth in Section 2.17 of the Disclosure Schedule, each HyperlinkCompany’s business is being conducted in compliance with all applicable Legal Requirements, andnone of the Hyperlink Companies has received any written notice from any Governmental Body withrespect to such Hyperlink Company’s business alleging any actual or potential violation or failureto comply under any applicable Legal Requirement that has not been satisfactorily resolved.          (b) To the Sellers’ Knowledge, no Governmental Body has proposed or is considering any LegalRequirement that may in any material aspect affect any Hyperlink Company or such HyperlinkCompany’s assets, operations or businesses.          (c) To the Sellers’ Knowledge, no Hyperlink Company, nor any Representative of such HyperlinkCompany, (i) has made any unlawful domestic or foreign
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political contributions; (ii) has made any payment or provided services which were not legalto make or provide or which such Hyperlink Company or such Representative should have known werenot legal for the payee or the recipient of such services to receive; (iii) has received anypayments, services or gratuities which were not legal to receive or which such Hyperlink Company orsuch Representative should have known were not legal for the payor or the provider to make orprovide; (iv) has had any transactions or payments which are not recorded in its accounting booksand records or disclosed in its financial statements; (v) has had any off-book bank or cashaccounts or “slush funds”; (vi) has made any payments to governmental officials in their individualcapacities for the purpose of affecting their action or the action of the government they representto obtain special concessions; or (vii) has made illegal payments to obtain or retain business, ineach case except as is not, individually or in the aggregate, reasonably likely to have or resultin a Material Adverse Effect.     **2.18 Governmental Approvals**.          (a) Each Hyperlink Company has all Governmental Approvals that are necessary or appropriate inconnection with such Hyperlink Company’s ownership and use of its properties or assets or suchHyperlink Company’s operation of its businesses. Each of the Sellers and the Hyperlink Companieshas made all filings with, and given all notifications to, all Government Bodies as required by allapplicable Legal Requirements. Section 2.18 of the Disclosure Schedule sets forth allGovernmental Approvals that are required for the conduct of each Hyperlink Company’s business ascurrently conducted. All such Governmental Approvals are validly held by such Hyperlink Companyand are in full force and effect. (i) To the Sellers’ Knowledge, there is no pending or threatenedProceeding which could result in the suspension, termination, revocation, cancellation, limitationor impairment of any such Governmental Approval, filing or notification, (ii) no violations havebeen recorded in respect of any Governmental Approvals, and no Seller or Hyperlink Company knows ofany meritorious basis therefor, and (iii) no fines or penalties are due and payable in respect ofany Governmental Approval or any violation thereof, in each case except as is not, individually orin an aggregate, reasonably likely to have or result in a Material Adverse Effect.          (b) The Sellers have delivered to the Buyers accurate and complete copies of all of theGovernmental Approvals, filings and notifications identified in Section 2.18 of theDisclosure Schedule, including all renewals thereof and all amendments thereto.     **2.19 Proceedings and Orders**.          (a) Except as set forth in Section 2.19 of the Disclosure Schedule, there is noProceeding pending or, to the Sellers’ Knowledge, threatened against any of the HyperlinkCompanies, except for those that are not, individually or in the aggregate, reasonably likely tohave or result in a Material Adverse Effect. To the Sellers’ Knowledge, no event has occurred, andno condition or circumstance exists, that might directly or indirectly give rise to or serve as abasis for the commencement of any such Proceeding.          (b) Except as set forth in Section 2.19 of the Disclosure Schedule, none of theHyperlink Companies or any Employees thereof, any of such Hyperlink Company’s properties, assets,operations or businesses, or such Hyperlink Company’s rights relating to any of the foregoing, issubject to any Order or any proposed Order, unless such Order will not reasonably likely have orresult in a Material Adverse Effect on the Company or the Company’s material businesses.
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     **2.20 Taxes**.          (a) All Tax Returns that are required to be filed by any Hyperlink Company have been or willhave been duly filed in accordance with applicable Legal Requirements including within therequisite periods and on a proper and complete basis, except where (i) such Taxes are not,individually or in the aggregate, reasonably likely to have or result in a Material Adverse Effect,or (ii) the Company has made adequate provisions for such Tax Liabilities in the FinancialStatements at and as of the Financial Statements Date. To the Sellers’ Knowledge, all such TaxReturns are true, correct and complete in all material respects, and there are no Encumbrances forTaxes on the assets of any Hyperlink Company, other than Encumbrances for Taxes not yet due andpayable.          (b) No Hyperlink Company has Liability for unpaid Taxes except for Taxes incurred in theOrdinary Course of Business or for which payment is not yet due and to the Sellers’ Knowledge, noaudit of any Tax Return is currently pending or threatened. No written claim or notice has everbeen made by any Governmental Body to any Hyperlink Company in a jurisdiction where a HyperlinkCompany does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.No Hyperlink Company has waived any statute of limitations in respect of any Tax or agreed to anextension of time with respect to any Tax assessment or deficiency. No Hyperlink Company is aparty to or bound by any Tax indemnity agreement, Tax sharing agreement or similar contract.          (c) Without limiting the generality of the foregoing, the Sellers have caused each HyperlinkCompany to file all Tax Returns that it is required to file by the Effective Date (with respect toexecution of this Agreement) or the Closing Date (with respect to the Closing), as applicable, andto pay in full all Taxes shown on such Tax Returns or on subsequent assessment with respect theretoto the extent due by such date.     **2.21 Brokers**. Except as set forth in Section 2.21 of the Disclosure Schedule, noSeller has retained any broker or finder or incurred any liability or obligation for any brokeragefees, commissions or finders fees with respect to this Agreement or the Transaction. The Sellersare solely responsible for any payment, fee or commission that may be due to the Persons listed onSection 2.21 of the Disclosure Schedule with respect to this Agreement or the Transaction.     **2.22 Solvency**. No Seller is entering into this Agreement or the Transaction with the intentto hinder, delay or defraud any Person to which it is, or may become, indebted. The Purchase Priceis not less than the reasonably equivalent value of the Target Interests. Each Seller’s assets, ata fair valuation, exceed its Liabilities, and such Seller is able, and will continue to be ableafter the Closing of the Transaction, to meet its debts as they mature and will not becomeinsolvent as a result of the Transaction. After the Closing of the Transaction, each Seller willhave sufficient capital and property remaining to conduct the business in which it will thereafterbe engaged.     **2.23 Full Disclosure**.          (a) The Sellers have used all reasonable efforts to ensure that all representations,warranties or other statements or information contained herein or under the Disclosure Schedule aretrue and accurate when given, except where any such failure to be true and accurate would not,individually or in the aggregate, be reasonably expected to have or result in a Material AdverseEffect.
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          (b) There is no fact (other than publicly known facts related exclusively to political oreconomic matters of general applicability that will adversely affect all Persons comparable to theSellers) that has a Material Adverse Effect.          (c) Without prejudice to Section 7.2, each representation and warranty set forth inthis Article  2 (i) shall not merge on Closing or by reason of the execution and deliveryof any Contract at the Closing, (ii) is given with the intention that liability is not limited toBreaches discovered before Closing, (iii) is separate and independent and is not limited byreference to any other representation or warranty or any other provision of this Agreement exceptas explicitly provided therein, and (iv) is made and given with the intention of inducing theBuyers to enter into this Agreement.          (d) The Sellers have used all commercially reasonable efforts to ensure that all of theinformation regarding the Hyperlink Companies’ properties, assets, operations, businesses,Liabilities, Employees, financial performance, net income and prospects that has been furnished tothe Buyers or any of the Buyers’ Representatives by or on behalf of the Sellers or any of theSellers’ Representatives, is accurate, correct and complete in all material respects.     **2.24 Disclosure Schedule.**Subject to Section 4.7, each of the statements set forthin the Disclosure Schedule shall be true and accurate on the Effective Date.     **2.25 No Other Representations and Warranties**. Except for the representations and warrantiescontained in the Transaction Agreements and required to be made under Applicable Law, neitherSeller nor any other Person makes any other express or implied representation or warranty on behalfof the Sellers.**3. REPRESENTATIONS AND WARRANTIES OF THE BUYERS**     Each Buyer represents and warrants to the Sellers as follows:     **3.1 Organization and Good Standing**. Each Buyer is a corporation, partnership, limitedliability company or other entity duly organized, validly existing, and in good standing under thelaws of its jurisdiction of organization.     **3.2 Authority; Binding Nature of Agreements**. Each Buyer has all requisite corporate power andauthority to execute and deliver this Agreement and all other Transaction Agreements to which it isa party and to carry out the provisions of this Agreement and the other Transaction Agreements.The execution, delivery and performance by each Buyer of this Agreement and the other TransactionAgreements have been approved by all requisite action on the part of such Buyer. This Agreementhas been duly and validly executed and delivered by each Buyer. Each of this Agreement and theother Transaction Agreements constitutes, or upon execution and delivery, will constitute, thelegal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordancewith its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium andother similar laws and equitable principles related to or limiting creditors’ rights generally andby general principles of equity.     **3.3 No Conflicts; Required Consents**. The execution, delivery and performance of thisAgreement or any other Transaction Agreement by each Buyer do not and will not conflict with,violate or result in any breach of (i) any of the provisions of such Buyer’s OrganizationalDocuments; (ii) any resolutions adopted by such Buyer’s shareholders, or its board of directors orcommittees thereof; (iii) to the Buyers’ Knowledge, any term or requirement of any
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Governmental Approval held by such Buyer relating to such Buyer’s business; or (iv) to theBuyers’ Knowledge, any provision of a Contract to which such Buyer is a party.          (a) give any Governmental Body or other Person the right to challenge the Transaction; or          (b) require such Buyer to obtain any Consent or make or deliver any filing or notice to aGovernmental Body except for notices required under Japan’s Foreign Exchange and Trade Law.     **3.4 Brokers**. Neither Buyer has retained any broker or finder or incurred any liability orobligation for any brokerage fees, commissions or finders fees with respect to this Agreement orthe Transaction.     **3.5 Full Disclosure**. The Buyers have used all reasonable efforts to ensure that allrepresentations, warranties or other statements or information contained herein are true andaccurate when given, except where any such failure to be true and accurate would not, individuallyor in the aggregate, be reasonably expected to have or result in a Material Adverse Effect.     **3.6 No Other Representations and Warranties**. Except for the representations and warrantiescontained in the Transaction Agreements and required to be made under Applicable Law, neither Buyernor any other Person makes any other express or implied representation or warranty on behalf of theBuyers.**4. COVENANTS**     **4.1 Sellers’ Pre-Closing Affirmative Covenants**.          (a) **Incorporation of Holdco**. As soon as practicable after the Effective Date, XSEL shallincorporate Holdco under the laws of Hong Kong (the “**Holdco Incorporation**”) under the corporatename and with company details to be set forth in the Organizational Documents as determined byINTAGE in its sole discretion.          (b) **Transfer of the Majority Company Equity to the Holdco**. As soon as practicable followingthe Holdco Incorporation, Taide shall transfer to Holdco, and XSEL shall cause Holdco to acquire,the Majority Company Equity pursuant to a transfer agreement or other instrument of transferrequired under applicable Legal Requirements to effect such transfer (the “**Majority Company EquityTransfer**”). In connection with the transfer of the Majority Company Equity to Holdco, XSEL andTaide shall, and shall each cause the Company and Holdco to, (i) obtain INTAGE’s prior writtenconsent with respect to the content of the new Articles of Incorporation and the joint ventureagreement of the Company, and (ii) to take all necessary steps to file an application to, and toobtain from the competent PRC Governmental Body all necessary Governmental Approvals necessary toconsummate the Majority Company Equity Transfer including (A) an official reply approving thetransfer of Majority Company Equity, (B) an approval letter, and a Certificate of Approval issuedby MOFCOM stating that Holdco owns 70% of the Company Equity Interest, and a new business licenseissued by the AIC, indicating that Holdco has acquired the Majority Company Equity (the “**MajorityEquity Transfer Approvals**”), provided that the approved business scope of the Company as indicatedin such Certificate of Approval and the new business license shall be the same or broader than thescope of businesses set forth in the Company’s business license in effect as of the Effective Date.
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          (c) **Payments by Xinhua Finance Media (Shanghai) Co., Ltd**. As soon as practicable after theEffective Date (and in any event no later than two weeks thereafter), the Sellers shall causeXinhua Finance Media (Shanghai) Co., Ltd. (“**XFM Shanghai**”), to pay to the Company, by wire transferin immediately available funds, each of the following:               (i) any cash and cash equivalents held by XFM Shanghai on behalf of the Company; and               (ii) RMB5,000,000 plus any accrued interest representing full repayment by XFM Shanghai of theCompany’s loan to XFM Shanghai.          (d) **Fiscal Year 2008 Audited Financial Statements.**Within a reasonable time after theEffective Date, the Sellers shall prepare the audited consolidated balance sheets, and the relatedstatements of operations, changes in shareholders’ equity, and cash flows, of the Company as of andfor the fiscal year ended 31 December 2008, together with the notes thereto, and provide the Buyerstrue, correct and accurate copies promptly after the preparation thereof.     **4.2 Sellers’ Post-Closing Affirmative Covenants**.          (a) **Obligations under the Change of Control Agreements**. Immediately after the Closing (and inany event no later than seven days after the Closing), the Sellers shall satisfy all obligations ofthe Sellers arising from, relating to or in connection with the Change-of-Control Agreements, andthe Sellers shall perform and comply with all applicable obligations thereunder.          (b) **Cooperation for Completing the Procedural Matters.**Each Seller shall cooperate in goodfaith with INTAGE Shanghai, and take such acts as reasonably requested by INTAGE Shanghai,necessary for the Company to acquire a new Business License indicating that INTAGE Shanghai hasacquired the Minority Company Equity, and such other necessary licenses and registrations includingbut not limited to a Foreign-related Investigation License which is necessary for the Company toengage in the same business as the Company is engaged in as of the Effective Date.          (c) **Post-Closing Governance of Holdco**. Except with the prior written Consent of INTAGE, XSELagrees and undertakes to the Buyers that for the period from the Closing Date to the date on whichINTAGE is duly registered as the legal and beneficial owner of the Holdco Shares following stampingof the documents referred to in Section 1.4(a)(i) by the Hong Kong Stamp Office, neitherit nor its Representatives shall cause or allow any meetings of the Holdco board or shareholders orthe passage of any resolution of Holdco board or shareholders.     **4.3 Sellers’ Conduct of the Hyperlink Companies’ Business Prior to Closing**. During the periodfrom the Effective Date to the Closing Date, except as otherwise contemplated by the TransactionAgreements or as waived by INTAGE in writing in its sole discretion, each Seller shall, and shallcause each Hyperlink Company and its shareholders and Employees to:          (a) conduct the business of such Hyperlink Company in the Ordinary Course of Business;          (b) comply in all material aspects with all Legal Requirements applicable to such HyperlinkCompany;
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          (c) use commercially reasonable efforts to (i) preserve intact all rights of such HyperlinkCompany’s business and Employees, (ii) maintain necessary insurance coverage for such HyperlinkCompany in substantially the same manner as such coverage exists as of the Effective Date, and(iii) maintain good relationships with its Employees, customers, suppliers, creditors and othershaving material business dealings with such Hyperlink Company, *provided, however*, that each Sellershall use, and shall cause each Hyperlink Company to use, commercially reasonable best efforts toretain each Employee as set forth in Schedule 1.4(c)(ii)(B); and          (d) confer on a regular and frequent basis with one or more designated Representatives of theBuyers to report material operational matters and the general status of on-going operations of thebusiness. The Sellers shall promptly notify the Buyers of any material change in the financialcondition, results of operations, properties, business or prospects of the business and shall keepthe Buyers fully informed of such events and permit the Buyers’ Representatives to participate inall discussions related thereto.     **4.4 Restriction’s on Sellers’ Conduct of the Hyperlink Companies’ Businesses.**During theperiod from the Effective Date to the Closing Date, each Seller shall cause each Hyperlink Companynot to:          (a) enter into, create, incur or assume (i) any borrowings under capital leases or (ii) anyobligations which would have a material adverse effect on any Buyer’s ability to conduct thebusiness of any Hyperlink Company in substantially the same manner and condition as currentlyconducted by such Hyperlink Company;          (b) acquire by merging or consolidating with, or by purchasing any equity securities or assets(which are material, individually or in the aggregate, to any Hyperlink Company) of, or by anyother manner, any business or any Person;          (c) enter into any agreements or commitments with another Person, except on commerciallyreasonable terms in the Ordinary Course of Business;          (d) declare, authorize or pay any dividends on, make any other distributions with respect to,or redeem, repurchase or otherwise acquire any of its capital stock;          (e) issue, sell, dispose of or encumber, or authorize the issuance, sale, disposition orEncumbrance of, any shares of any Hyperlink Company’s capital stock or grant, enter into or acceptany options, warrants, convertible securities or other rights to acquire any shares of such capitalstock or any other ownership interest in any Hyperlink Company, other than (i) the issuance ofshares of common stock of a Hyperlink Company pursuant to the exercise of Hyperlink Optionsoutstanding as of the Effective Date; and (ii) the issuance of shares of common stock of aHyperlink Company pursuant to other stock options, warrants or other rights therefor outstanding asof the Effective Date;          (f) other than in the Ordinary Course of Business, hire any new Employee of any HyperlinkCompany terminate any officer or key Employee of any Hyperlink Company, increase the annual levelof compensation of any existing Employee, establish or adopt any Benefit Plan, or grant anybonuses, benefits or other forms of direct or indirect compensation to any Employee;
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          (g) make any severance payments to any Employee of any Hyperlink Company, except payments madepursuant to written agreements outstanding as of the Effective Date;          (h) provide any credit, loan, advance, guaranty, endorsement, indemnity, warranty or mortgageto any Person, including, by way of example, any loans or advances by the Company to XFM Shanghaithat are the same or similar to those matters described in Sections 4.1(c)(i) and (ii); or          (i) enter into any Contract or agree, in writing or otherwise, to take any of the actionsdescribed in Section 4.4(a) through (h) above, or any action that would make anyof its representations or warranties contained in this Agreement untrue or incorrect in anymaterial respect or prevent it from performing or cause it not to perform its covenants hereunder.     **4.5 No Solicitation**. Except with the prior written Consent of the Buyers, each Seller agreesand undertakes to the Buyers that for the period from the Effective Date to the earlier of theClosing Date or the termination of this Agreement pursuant to its terms, neither it nor itsRepresentatives shall, (i) initiate, solicit or encourage (including by way of furnishinginformation regarding the business or securities or equity interests of any Hyperlink Company) anyinquiries, or make any statements to third parties which may reasonably be expected to lead to anyproposal concerning the sale of any Hyperlink Company (whether by way of merger, purchase ofcapital shares, purchase of assets or otherwise) (a “**Competing Transaction**”); or (ii) hold anydiscussions or enter into any agreements with, or provide any information or respond to, any thirdparty concerning a proposed Competing Transaction or cooperate in any way with, agree to, assist orparticipate in, solicit, consider, entertain, facilitate or encourage any effort or attempt by anythird party to do or seek any of the foregoing. If at any time prior to the earlier of the Closingand the termination of this Agreement pursuant to its terms, any Seller or Hyperlink Company isapproached in any manner by a third party concerning a Competing Transaction (a “**Competing Party**”),such Seller shall promptly inform the Buyers regarding such contact and furnish the Buyers, with acopy of any inquiry or proposal, or, if not in writing, a description thereof, including the nameof such Competing Party, and such Seller shall keep the Buyers informed of the status and detailsof any future notices, requests, correspondence or communications related thereto.     **4.6 Certain Notifications**. From the Effective Date through the Closing, the Sellers shallnotify the Buyers in writing regarding any of the following within a reasonable period of, and inany event no later than three Business Days after, the occurrence of such event:          (a) any action taken by any Hyperlink Company that is not in the Ordinary Course of Businessor any fact, circumstance, event or action that has, or would be reasonably likely to have, aMaterial Adverse Effect;          (b) any fact, circumstance, event, or action by any Hyperlink Company (i) which, if known onthe Effective Date, would have been required to be disclosed in or pursuant to this Agreement; or(ii) the existence, occurrence, or undertaking of which would result in any of the representationsand warranties of the Sellers contained in this Agreement or in any Transaction Agreement not beingtrue and correct when made on or at Closing and which has, or would be reasonably likely to have, aMaterial Adverse Effect;          (c) any Breach of any covenant or obligation of any Seller hereunder in any material respect;
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          (d) any circumstance or event which will result in, or could reasonably be expected to resultin, the failure of any Seller to timely satisfy any of the conditions to Closing specified inArticle  5 of this Agreement where such failure has, or would be reasonably likely to have,a Material Adverse Effect; and          (e) any change in the Company’s financial condition, results of operations, properties,business or prospects of the business that has, or would be reasonably likely to have, a MaterialAdverse Effect.     **4.7 Updated Disclosure Schedule**. No later than ten (10) Business Days prior to theanticipated Closing Date (in each case, as applicable), the Sellers shall deliver to the Buyers anupdated Disclosure Schedule prepared as though this Agreement had been dated as of the ClosingDate; *provided*, *however*, that no such update shall be deemed to supplement or amend the DisclosureSchedule for the purpose of (i) determining the accuracy of any of the representations andwarranties made by the Sellers in this Agreement or (ii) determining whether any of the conditionsto Closing set forth in Article  5 have been satisfied.     **4.8 Access to Information**. From the Effective Date until the Closing, each Seller shallpermit each Buyer and its Representatives to have reasonable access during reasonable businesshours, upon reasonable advance notice (including specific notice of who will be involved and whatis desired) and in a manner so as not to interfere with the normal business operations of theHyperlink Companies, to the premises, properties, key personnel, information system, books, records(including Tax records), Contracts, and other documents of or pertaining to the HyperlinkCompanies; *provided, however,*that in no event shall the Buyers have access to any information if,in the reasonable judgment of the Sellers, its provision would (i) result in the disclosure of anytrade secrets of third parties or of any Hyperlink Company that are not related to such HyperlinkCompany’s business, (ii) violate any obligation of any Person within the Hyperlink Companies withrespect to confidentiality, (iii) be in violation of applicable competition or other laws, or (iv)impose an unreasonable burden on any Seller, in each case except as relevant to and in connectionwith the identification of Reserved Liabilities; and it being further understood that Buyers shouldreimburse Sellers promptly for reasonable document-related expenses incurred in complying with anysuch request by or on behalf of any Buyer; *provided further*, that for the purposes of access to thepremises and properties of the Hyperlink Companies, the Buyers shall be provided access up to atotal of nine (9) Business Days within the first sixty (60) days following the Effective Date forno more than six (6) persons on any Business Day, and a total of two (2) Business Days during eachthirty (30) day period following the first sixty (60) days for no more than two (2) persons on anyBusiness Day.     **4.9 Best Efforts**. From the Effective Date until the Closing, each Seller, on the one hand,and each Buyer, on the other hand, shall cooperate and use its respective best efforts to cause tobe fulfilled and satisfied all of the other Parties’ conditions to Closing set forth in Article 5, including securing as promptly as possible all Consents required in connection with thetransactions contemplated hereby.     **4.10 Taxes**.          (a) The Buyers shall indemnify, defend and hold harmless the Sellers from and against allLiabilities in respect of the Hyperlink Companies arising from or relating to Tax attributable toany periods commencing from the Closing Date which are not fully provided for in the FinancialStatements.
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          (b) The Sellers shall indemnify, defend and hold harmless the Hyperlink Companies and theBuyers from and against all Liabilities in respect of the Hyperlink Companies arising from orrelating to Tax attributable to any periods ending prior to the Closing Date which are not fullyprovided for in the Financial Statements. Without limiting the generality of the foregoing or anyother provision contained herein, prior to the Closing Date, the Sellers shall (i) cause eachHyperlink Company to file all Tax Returns that it is required to file and to pay in full all Taxesshown on such Tax Returns or on subsequent assessment with respect thereto, including withoutlimitation in connection with any payment, reimbursement or other income received by such HyperlinkCompany from a Person in a jurisdiction other than the PRC including without limitation the incomedescribed in Section 2.20 of the Disclosure Schedule (such Taxes, the “**Overseas IncomeTaxes**”), (ii) pay any Damages assessed against such Hyperlink Company by the applicableGovernmental Body in connection with such Tax Returns and Taxes, and (iii) promptly inform theBuyers in writing of any act or event with respect to the foregoing (i) or (ii).     **4.11 Liquidation of the Hyperlink E-data**. After the Closing, the Sellers shall promptlyprocure or cause to procure the dissolution, winding up or other liquidation of Hyperlink E-data.     **4.12 Further Assurances**. The Parties agree (a) to furnish upon request to each other suchfurther information, (b) to execute and deliver to each other such other documents, and (c) to dosuch other acts and things, all as the other Parties may reasonably request for the purpose ofcarrying out the intent of this Agreement and the documents referred to in this Agreement and tovest legal and beneficial title to the Target Interests in INTAGE and INTAGE Shanghai and to placecontrol of Holdco and the Company in the hands of INTAGE and INTAGE Shanghai, in each case, withinthe requisite time periods.**5. CONDITIONS TO CLOSING**     **5.1 Conditions to the Buyers’ Obligation to Close**. The obligations of the Buyers toconsummate the Transaction shall be subject to the satisfaction, on or prior to the date fallingsix (6) months from the Effective Date or such other date as shall be agreed to by the Partieshereto (the “**Drop Dead Date**”) and provided such conditions continue to be satisfied on the ClosingDate, of each of the following conditions, any of which may be waived by INTAGE in writing:          (a) **Majority Company Equity**. Holdco shall own the Majority Company Equity, and the Companyshall have obtained from the competent PRC Governmental Body all necessary approvals andregistrations, including an approval letter, and a Certificate of Approval issued by MOFCOM, and anew business license issued by the AIC, affirmatively indicating that (i) Holdco has valid and goodtitle and is the legal and beneficial owner and holder of the Majority Company Equity, and (ii) thescope of the Company’s permitted businesses shall be the same or broader than the scope ofbusinesses set forth in the Company’s business license in effect as of the Effective Date.          (b) **Representations, Warranties and Covenants**. (i) All of the representations and warrantiesof each Seller in this Agreement (in each case disregarding all qualifications and exceptionscontained therein relating to materiality or Material Adverse Effect) shall be true and correct asof the Effective Date, the Closing Date or, to the extent such representations and warranties speakonly as of an earlier date, as of such earlier date, as applicable, in each case with only suchexceptions as, individually or in the aggregate, are not and would not be reasonably likely to bematerial; and (ii) each Seller shall have performed, in all
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material respects (considered collectively and individually), all covenants and obligations inthis Agreement required to be performed by such Seller as of the Closing Date.          (c) **Documents**. The Sellers shall have delivered to the Buyers all of the documents andagreements set forth in Section 1.4, as applicable.          (d) **Consents**. Without prejudice to other provisions of this Agreement, each Seller shall havedelivered to the Buyers all Consents and/or Governmental Approvals required (i) for the transfer ofthe Company Equity, including without limitation a Certificate of Approval issued by MOFCOM to theCompany in connection with the Minority Company Equity Transfer; (ii) for the consummation of theTransaction; (iii) to prevent a breach or termination of any Material Contract; and (iv) for eachHyperlink Company to engage in its business in substantially the same manner as such HyperlinkCompany engages in prior to the Effective Date, if applicable.          (e) **Opinion of Counsel**. Each Seller shall have delivered to the Buyers an opinion of eachSeller’s counsel, substantially in the form attached hereto as Exhibit 5.1(e).          (f) **Shareholder Approval**. To the extent required under applicable Legal Requirements or theOrganizational Documents of each Seller, this Agreement and the consummation of the Transactionshall have been approved and adopted by the requisite vote of the shareholders of such Seller.     **5.2 Conditions to Sellers’ Obligation to Close**. The obligations of each Seller to consummatethe Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each ofthe following conditions, any of which may be waived by XSEL in writing:          (a) **Representations, Warranties and Covenants**. (i) All of the representations and warrantiesof each Buyer in this Agreement (in each case disregarding all qualifications and exceptionscontained therein relating to materiality or Material Adverse Effect) shall have been true andcorrect as of the Effective Date, the Closing Date or, to the extent such representations andwarranties speak only as of an earlier date, as of such earlier date, as applicable, in each casewith only such exceptions as, individually or in the aggregate, are not and would not be reasonablylikely to be material; and (ii) each Buyer shall have performed, in all material respects(considered collectively and individually), all covenants and obligations in this Agreementrequired to be performed by such Buyer as of the Closing Date; and          (b) **Deliveries**. Each Buyer shall have delivered to the Sellers all of the documents andagreements set forth in Section 1.4(f), as applicable.     **5.3 Conditions to Obligations of Each Party to Close**. The respective obligations of eachParty to this Agreement to consummate the Transaction shall be subject to the satisfaction, on orprior to the Closing Date, of each of the following condition(s), any of which may be waived by theBuyers and/or the Sellers, as applicable, in writing:          (a) **No Legal Impediments to Closing**. There shall not be in effect any new Legal Requirementor Order issued by any Governmental Body preventing the consummation of the Transaction, seekingany Damages as a result of the Transaction, or otherwise affecting the right or ability of anyBuyer to own the Target Interests or operate or control any Hyperlink Company as contemplatedherein, nor shall any Proceeding be pending that seeks any of the foregoing. There shall not beany new Legal Requirement that (i) prohibits any Seller from
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selling the Target Interests as contemplated herein, (ii) prohibits any Buyer from owning theTarget Interests or operating or controlling any Hyperlink Company as contemplated herein, or (iii)makes this Agreement or the consummation of the Transaction illegal.**6. TERMINATION**     **6.1 Circumstances for Termination**. At any time prior to the Closing, this Agreement may beterminated (without prejudice to other remedies which may be available to the Parties under thisAgreement, at law or in equity):          (a) by the mutual written Consent of the Buyers and the Sellers;          (b) by written notice from the Buyers, on the one hand, or the Sellers, on the other hand, if(i) any of the non-terminating Parties is in material Breach of any material provision of thisAgreement and such Breach shall not have been cured within thirty (30) days of receipt by suchnon-terminating Party of written notice from a terminating Party of such Breach; and (ii) none ofthe terminating Parties is, on the date of termination, in material Breach of any materialprovision of this Agreement;          (c) by written notice from the Buyers, on the one hand, or the Sellers, on the other hand, if(i) the Closing has not occurred on or prior to the Drop Dead Date for any reason; and (ii) noterminating Party is, on the date of termination, in material Breach of any material provision ofthis Agreement;          (d) by written notice from the Buyers, on the one hand, or the Sellers, on the other hand, if(i) satisfaction of a closing condition of any terminating Party in Article  5 isimpossible; and (ii) such terminating Party is not, on the date of termination, in material Breachof any material provision of this Agreement; and          (e) by the Buyers if a Seller is in Breach of the representations and warranties set forth inArticle  2, or by the Sellers if a Buyer is in Breach of the representations and warrantiesset forth in Article  3 and, in each case, at and as of any time prior to the Closing Date,the Liabilities with respect thereto are JPY 100,000,000 or more, including, for the avoidance ofdoubt, for amounts of the Overseas Income Taxes to the extent not fully provided for in theFinancial Statements, if the foregoing representations and warranties were made by the Sellers asof any date during the period commencing on the Effective Date and ending on the Closing Date;*provided*that the Sellers shall not have any right to terminate this Agreement if any such Breacharises out of, results from or relates to any Seller’s willful misconduct or gross negligence.     **6.2 Effect of Termination**. If this Agreement is terminated in accordance with Section6.1, all obligations of the Parties hereunder shall terminate immediately and be of no furtherforce and effect, except for the obligations set forth in this Articles 6 and Articles 7 and  8; *provided*, *however*, that nothing herein shall relieve any Party fromliability for the Breach of any of its representations, warranties, covenants or agreements setforth in this Agreement; *provided, however*, that if this Agreement is terminated pursuant toSection 6.1(b) and the relevant underlying material Breach of a material provision of thisAgreement is due to the non-terminating party’s or parties’ willful misconduct or gross negligence,then the non-terminating parties shall pay to the terminating parties an aggregate amount equal to10% of the Purchase Price.
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**7. INDEMNIFICATION**     **7.1 Survival of Representations and Warranties**. All representations and warranties of eachSeller or each Buyer in this Agreement or any other Transaction Agreement shall survive the Closinguntil the second (2nd) anniversary of the Closing Date (the “**Survival Date**”); *provided*, *however*,that (a) all representations and warranties of the Sellers contained in Sections 2.3(Capitalization),  2.8 (Transactions with Affiliates),  2.12 (Assets) and 2.20 (Taxes) shall survive indefinitely; and (b) any claim for indemnification based upona Breach of any such representation or warranty and asserted prior to the Survival Date by writtennotice in accordance with Section 7.4 shall survive until final resolution of such claim.The representations and warranties contained in this Agreement (and any right to indemnificationfor Breach thereof) shall not be affected by any investigation, verification or examination by anyParty hereto or by any Representative of any such Party or by any such Party’s Knowledge of anyfacts with respect to the accuracy or inaccuracy of any such representation or warranty.     **7.2 Indemnification by the Sellers**. The Sellers shall indemnify, defend and hold harmless theBuyers and their Representatives from and against any and all Damages, whether or not involving athird-party claim, including reasonable attorneys’ fees (collectively, “**Buyer Damages**”), arisingout of, relating to or resulting from (a) any Breach of a representation or warranty of any Sellercontained in this Agreement or in any other Transaction Agreement; (b) any Breach of a covenant ofany Seller contained in this Agreement or in any other Transaction Agreement; *provided*that theSellers shall not be liable for indemnification against any Buyer Damage for Breach of arepresentation or warranty (y) unless such damage exceeds an aggregate amount of USD25,000 (the“**Sellers’ Basket**”) in which case Buyers shall be entitled to recover all Buyers’ Damages includingthe amount equal to the Sellers’ Basket; or (z) if such damage exceeds 100% of the Purchase Price(the “**Sellers’ Cap**”) and for such amount in excess thereof only; *provided further*, that neither theSellers’ Basket nor the Sellers’ Cap shall apply with respect to any indemnification obligation ofSellers arising out of, relating to or resulting from any Breach of a representation or warrantyin Section 2.3,  2.8,  2.12 or  2.20 or in connection with theHoldback Amount or the Escrow Funds; (c) any Liabilities, including the Reserved Liabilities, whichare secured by the Holdback Amount or the Escrow Funds; or (d) any of the matters disclosed inSection 2.6 of the Disclosure Schedule.     **7.3 Indemnification by the Buyers**. The Buyers shall indemnify, defend and hold harmless theSellers and their Representatives from and against any and all Damages, whether or not involving athird-party claim, including attorneys’ fees, arising out of, relating to or resulting from (a) anyBreach of a representation or warranty of any Buyer contained in this Agreement or in any otherTransaction Agreement; or (b) any Breach of a covenant of any Buyer contained in this Agreement orin any other Transaction Agreement.     **7.4 Procedures for Indemnification**. Promptly after receipt by a Party entitled toindemnification hereunder (the “**Indemnitee**”) of written notice of the assertion or the commencementof any Proceeding by a third-party with respect to any matter referred to in Sections 7.2or 7.3, the Indemnitee shall give written notice thereof to the Parties obligated toindemnify Indemnitee (the “**Indemnitor**”), and thereafter shall keep the Indemnitor reasonablyinformed with respect thereto; *provided, however,*that failure of the Indemnitee to give theIndemnitor notice as provided herein shall not relieve the Indemnitor of its obligations hereunderexcept to the extent that the Indemnitor is prejudiced thereby. A claim for indemnification forany matter not involving a third-party Proceeding may be asserted by notice to the Parties fromwhom indemnification is sought. For the avoidance of doubt, no Indemnitee shall be entitled toindemnification or reimbursement under any provision of this Agreement for any Damages to the
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extent such Indemnitee has otherwise been indemnified or reimbursed for such Damages under anyother provision of this Agreement.     **7.5 Remedies Cumulative**. The remedies provided in this Agreement shall be cumulative andshall not preclude any Party from asserting any other right, or seeking any other remedies, againstthe other Parties.**8. GENERAL PROVISIONS**     **8.1 Definitions; Interpretation**.          (a) **Defined Terms**. Except as otherwise expressly provided herein, capitalized terms usedherein (including in the Recitals) shall have the meanings set forth in Schedule A.          (b) **Interpretation**. Except as otherwise expressly provided herein, the rules ofinterpretation set forth in Schedule B shall apply to this Agreement.     **8.2 Obligations Joint and Several**.          (a) Anything herein to the contrary notwithstanding, each Seller hereby agrees andacknowledges that the obligation of each Seller in respect of its obligations under this Agreementshall be joint and several with the obligations of each other Seller hereunder, regardless of whichSeller actually receives the benefits under the Transaction Agreements. Each Seller hereby agreesand acknowledges that it will receive substantial benefits from the Transaction made availableunder the Transaction Agreements.          (b) Anything herein to the contrary notwithstanding, each Buyer hereby agrees and acknowledgesthat the obligation of each Buyer in respect of its obligations under this Agreement shall be jointand several with the obligations of each other Buyer hereunder, regardless of which Buyer actuallyreceives the benefits under the Transaction Agreements. Each Buyer hereby agrees and acknowledgesthat it will receive substantial benefits from the Transaction made available under the TransactionAgreements.     **8.3 Expenses**.          (a) Except as otherwise expressly provided in this Agreement, each Party shall pay its owncosts and expenses in connection with this Agreement and the Transaction (including the fees andexpenses of its advisers, accountants and legal counsel). The Sellers shall cause the HyperlinkCompanies not to incur any costs and expenses, including out-of-pocket expenses, in connection withthis Agreement. In the event of termination of this Agreement, the obligation of each Party to payits own expenses shall be subject to any rights of such Party arising from a Breach of thisAgreement by another Party.          (b) XSEL shall pay all of the costs and expenses incurred in connection with theestablishment, and conducting the affairs, of Holdco until (and including) the transfer of theHoldco Shares to INTAGE is duly completed. For the avoidance of doubt, such costs and expensesshall include but not be limited to legal fees, registration fees, registered office fees forincorporation of the Holdco and transfer of the Holdco Shares to INTAGE, provided that any stampduty payable in Hong Kong in connection with the transfer of the Holdco Shares shall be borneequally between XSEL and INTAGE.
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     **8.4 Confidentiality**. Notwithstanding anything to the contrary contained herein, (a) prior tothe Closing, the Buyers and the Sellers shall maintain in strict confidence, and shall cause theirrespective Representatives as well as each of the Hyperlink Companies and its Representatives tomaintain in strict confidence, any written, oral, or other information obtained in confidence fromanother Party or a Hyperlink Company in connection with this Agreement or the Transaction, unless(i) such information is already known to such Party or to others not bound by a duty ofconfidentiality or such information becomes publicly available through no fault of such Party, (ii)the use of such information is necessary or appropriate in making any filing or obtaining anyConsent or approval required for the consummation of the Transactions, (iii) the furnishing or useof such information is required pursuant to a Legal Requirement, or (iv) the furnishing or use ofsuch information is required by any Party to the extent in connection with enforcing its rightshereunder; and (b) upon and after Closing, except for circumstances under the above items (i), (ii)and (iii), no press release or similar public announcement or communication shall be made or causedto be made in connection with this Agreement or the Transaction unless specifically approved byboth the Buyers and the Sellers.     **8.5 Notices**. All notices, Consents, waivers, and other communications under this Agreementmust be in writing and shall be deemed to have been duly given when (a) delivered by hand (withwritten confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt),provided that a copy is mailed by registered mail, return receipt requested, or (c) when receivedby the addressee, if sent by a nationally recognized overnight delivery service (receiptrequested), in each case to the appropriate addresses and telecopier numbers set forth below (or tosuch other addresses and telecopier numbers as a Party may designate by notice to the otherParties):         If to any Seller: Xinhua Sports & Entertainment Limited