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Exhibit 10.19
PROXY
AGREEMENT
This Proxy Agreement (the
“Agreement”) is dated June 15, 2010 and is entered into
between Hunan Beiwei International Media Consulting Co.,
Ltd., a company with limited liability formed under the laws of
the People’s Republic of China (“Party A” or
“Proxy Holder”), Changsha North Latitude 30 Cultural
Communications Co., Ltd., a company with limited liability
formed under the laws of the People’s Republic of China
(“Party B”) and each of the shareholders of Party B
listed on Appendix 1 (“Shareholders”). Party A, Party
B, and Shareholders are collectively referred to in this Agreement
as the “Parties.”
RECITALS
A.
The Shareholders hold a majority of the
outstanding shares of Party B;
B.
The Shareholders are willing to entrust the
person designated by the Proxy Holder with their voting rights
(with respect to shares held by each such party) without any
limitations, at any shareholder meeting of Party B.
NOW
THEREFORE,
the parties agree as follows:
1.
Each Shareholder hereby agrees to irrevocably
grant the person designated by the Proxy Holder with the right to
exercise his, her or its shareholder voting rights and other
shareholder right, including the attendance at and the voting of
such shares at the shareholder’s meeting of Party B (or by
written consent in lieu of a meeting) in accordance with applicable
laws and its Articles of Association, including but not limited to
the rights to sell or transfer all or any of his equity interests
of Party B, and appoint and vote the directors and the Chairman as
the authorized representative of the shareholders of Party
B.
