Exhibit 10.17
INVESTMENT AGREEMENT
BY AND AMONG
CHINA MASS MEDIA INTERNATIONAL ADVERTISING CORP.
JUMBO RIGHT HOLDINGS LIMITED
HAPPY INDIAN OCEAN LIMITED
AND
ARCTIC SPRING LIMITED
DATED AS OF JUNE 24, 2008
TABLE OF CONTENTS
i
SCHEDULE A – Investee Warranties
Page
1
DEFINITIONS
2
2
PURCHASE AND SALE
8
2.1
Purchase and Sale
8
2.2
Closing
8
2.3
Closing Deliveries
8
3
REPRESENTATIONS AND WARRANTIES OF THE INVESTEES
10
3.1
Representations and Warranties of the Investees
10
3.2
Effect of Closing
10
3.3
Investee Warranties to be independent
10
4
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
10
4.1
Representations and Warranties of the Investor
10
4.2
Acknowledgment
11
4.3
Effect of Closing
11
4.4
Investor Warranties to be independent
11
5
ADDITIONAL AGREEMENTS
11
5.1
Further Action
11
5.2
Directors’ Insurance
11
6
CONFIDENTIALITY
12
6.1
Disclosure of Terms
12
6.2
Permitted Disclosures by the Company
12
6.3
Permitted Disclosures by the Investor
12
6.4
Legally Required Disclosure
12
6.5
Press Releases, Etc.
12
6.6
Other Information
13
7
INDEMNIFICATION
13
7.1
Survival
13
7.2
Indemnity
13
7.3
Limitations on Indemnification
14
7.4
Procedure
15
7.5
Remedies
16
8
MISCELLANEOUS
16
8.1
Availability of Legal Advice
16
8.2
Conflict
16
8.3
Successors and Assigns
17
8.4
Counterparts
17
8.5
Titles and Subtitles
17
8.6
Notices
17
8.7
Finder’s Fee
19
8.8
Transaction Costs
19
8.9
Amendments and Waivers
19
8.10
Severability
19
8.11
Interpretation
19
8.12
Entire Agreement
19
8.13
Governing Law
20
8.14
Dispute Resolution
20
TABLE OF CONTENTS