REVENUE ASSIGNMENT AGREEMENT
This
Revenue Assignment Agreement (the “Agreement”)
is
made and entered into as of May 30, 2008, by and among:
|
1.
|
Well
Chance Investments Limited, an international business company incorporated
under the Laws
of the British Virgin Islands (the
“Well
Chance”);
|
|
2.
|
Beijing
Hongteng Lianguang Advertising Co., Ltd. (
  ),
a
PRC company limited by shares ( “Hongteng”); |
|
3.
|
Tianjin
Yinse Lingdong Advertising Co., Ltd. is a PRC company limited by
shares
(“Yinse”);
and
|
|
4.
|
Ju
Baochun (
 )
an individual holding PRC ID card No. __________________; and
▇▇▇ ▇▇▇ ( ),
an individual holding PRC ID card No._______________ (each a “Founder”
and collectively the “Founders”). |
Well
Changce, Hongteng, Yinse
and
the Founders are referred to herein collectively as the “Parties”
and
each individually as a “Party”.
WHEREAS,
|
(a)
|
The
Founders are the sole shareholders of Hongteng and
Yinse;
|
|
(b)
|
Pursuant
to an Share Purchase Agreement dated May 8, 2008 among the Legend
Media
Inc., Well Chance Investments Limited, Music Radio Limited and the
Founders, the Founders and Yinse shall cause the New Atis Contract
(as
defined below) to be obtained prior to December 31,
2008;
|
|
(c)
|
Considering
the substantial time required under (b) above, on the terms and subject
to
the conditions set forth herein, the Founders and Hongteng desire
and
agree to assign any and all of the benefits (financial or otherwise)
generated by the Old Atis Contract (as defined below) together with
all of
the advertising sales contracts made pursuant to such Old Atis Contract,
to Yinse prior to the obtaining of the New Atis
Contract.
|
NOW,
THEREFORE, through friendly negotiation and with good consideration the receipt
of which is hereby acknowledged by Parties, the Parties agree as
follows:
1
|
1.
|
REVENUE
ASSIGNMENT
|
For
the
benefit of Well Chance, Hongteng shall, and the Founders shall cause Hongteng,
to assign any and all of the benefits (financial or otherwise) generated by
the
Old Atis Contract together with all of the advertising sales contracts made
pursuant to such Old Atis Contract, including, without limitation, payment
received or account receivables of Hongteng on or after [June 1, 2008] under
the
Old Atis Contract, to Yinse until the date on which Yinse entered into a
contract (the “New
Atis Contract”)
with
Beijing Atis Advertising Co., Ltd. (
)
(“Atis”),
pursuant to which (i) Yinse is granted the exclusive right to market and sell
all broadcast advertising for China National Radio Station Music Radio in
Tianjin, local frequency FM92.5, (ii) the term of such exclusivity is at least
2
years, and (iii) and any fees payable for any subsequent 12-month period by
Yinse under such contract shall not be increased by more than 20% of the fees
payable in the first 12-month period.
)
(“Atis”),
pursuant to which (i) Yinse is granted the exclusive right to market and sell
all broadcast advertising for China National Radio Station Music Radio in
Tianjin, local frequency FM92.5, (ii) the term of such exclusivity is at least
2
years, and (iii) and any fees payable for any subsequent 12-month period by
Yinse under such contract shall not be increased by more than 20% of the fees
payable in the first 12-month period. For
the
purpose of this Agreement, Old Atis Contract means the exclusive advertising
agent contract entered between Atis and Hongteng dated December 23,
2007.
|
2.
|
INDEMNIFICATION
|
Hongteng
and the Founders shall shall jointly and severally indemnify and hold harmless
Well Chance from and against any loss, damage, obligation and cost arising
out
of this Agreement due to the breach of this Agreement by Hongteng and the
Founders
Well
Chance shall indemnify and hold harmless Hongteng and the Founders from and
against any loss, damage, obligation and cost arising out of this Agreement
due
to the breach of this Agreement by Well Chance.
|
3.
|
DISPUTE
|
If
any
dispute arise, controversy or claim arising out of or relating to this
Agreement, or the interpretation, breach, termination or validity hereof shall
be resolved pursuant to the dispute mechanism of the Share Purchase Agreement
accordingly.
2
|
4.
|
LANGUAGE
|
This
Agreement is executed in both English and Chinese, with equal validity and
legal
effect. In the event of discrepancy between the English and Chinese versions,
the English version shall govern.
|
5.
|
TAKING
EFFECT
|
This
Agreement shall come into effect on June 1, 2008.
3
IN
WITNESS THEREOF the Parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the date
first set forth above.
WELL
CHANCE INVESTMENTS LIMITED
Signature:
/s/
▇▇▇▇▇▇▇ Dash__________
Name:
▇▇▇▇▇▇▇ Dash
Title:
President
BEIJING
HONGTENG LIANGUANG ADVERTISING CO., LTD.
(chop)
Signature:
/s/
JU
BAOCHUN________
Name:
JU
BAOCHUN (
)
)Title:
LEGAL REPRESENTATIVE
TIANJIN
YINSE LINGDONG ADVERTISING CO., LTD.
(chop)
Signature:
/s/
JU
BAOCHUN________
Name:
JU
BAOCHUN (
)
)Title:
LEGAL REPRESENTATIVE
Signature:
/s/
JU
BAOCHUN________
Name:
JU
BAOCHUN (
)
)Signature:
/s/
XUE WEI____________
Name:
▇▇▇
▇▇▇ ( 
)
)4