-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IKlkV3P8KiRrg1Y8MYjSHvw7Brf03Zo2asaKSSQ0/WdjvHzpkaga8FHO6jb23FW3 kHrgj+xit70X88XBxJj15Q== 0001144204-07-024539.txt : 20070511 0001144204-07-024539.hdr.sgml : 20070511 20070511161334 ACCESSION NUMBER: 0001144204-07-024539 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20070511 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALONG MOBILE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000725752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 942906927 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12423 FILM NUMBER: 07842495 BUSINESS ADDRESS: STREET 1: NO 88 9TH FLOOR, WESTERN PART STREET 2: OF THE 2ND SOUTH RING ROAD CITY: XIAN CITY SHAANXI PROVINCE STATE: F4 ZIP: 710065 BUSINESS PHONE: 86-29-88360086 MAIL ADDRESS: STREET 1: NO 88 9TH FLOOR, WESTERN PART STREET 2: OF THE 2ND SOUTH RING ROAD CITY: XIAN CITY SHAANXI PROVINCE STATE: F4 ZIP: 710065 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED ARTISTS ENTERTAINMENT GROUP INC DATE OF NAME CHANGE: 20001018 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED ENTERTAINMENT GROUP INC DATE OF NAME CHANGE: 20001018 FORMER COMPANY: FORMER CONFORMED NAME: MERIT DIVERSIFIED INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950307 8-K 1 v074684_8k.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
Date of report (date of earliest event reported): May 11, 2007

Along Mobile Technologies, Inc.
(Exact name of Registrant as specified in its charter)
 
NEVADA
 
000-12423
 
94-2906927
(State of incorporation or organization)
 
(Commission file number)
 
(I.R.S. employer identification number)

No. 88, 9th Floor, Western Part of the 2nd South Ring Road, Xi’an City, Shaanxi Province, PRC
(Address of principal executive offices)
 
 
 
710065
(Zip code)

Registrant’s telephone number, including area code: 011-86-29-88360097
 
____________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
Item 5.05  Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On May 11, 2007, by unanimous written consent, the Board of Directors of Along Mobile Technologies, Inc. adopted a Business Code of Conduct and Financial Code of Conduct that will apply to the Company’s officers and directors.

We have attached a copy of the Business Code of Conduct as Exhibit 14.1, and a copy of the Financial Code as Exhibit 14.2.

Item 8.01  Other Events

Independent Director Agreement

On May 11, 2007 by unanimous written consent, the Company added 3 independent directors to their Board of Directors: Guoshen Jia, Yuan Hong, and Erping Yang.

Upon their appointment, each independent director signed an Independent Director Agreement. The term of the agreement commenced on the date the agreement was executed and will continue until the Director’s removal or resignation. Pursuant to the terms of the agreement, the Director covenants not to utilize or disclose to any person, firm, corporation, association or other entity any confidential company information; the Director shall not directly or indirectly engage in the business of another company which is competitive with Along Mobile’s current line of business; and the Director will be indemnified by the Corporation pursuant to the terms of the “Director and Officer Indemnification Agreement.”

In addition, Guoshen Jia, Yuan Hong, and Erping Yang will receive $2,000 in cash per Service Year as compensation for their services to the Company. The cash payments will be made in equal quarterly installments at the beginning of each quarter.

Guoshen Jia - Guoshen Jia received his Masters of Law from Ren Min University of China. Later, he received his PhD in Strategic Decision Making.

From 1990 to 1997, Mr. Jia served as the Secretary and Economic Researcher for the China Aviation & Spaceflight Ministry. He also swerved as Vice-President of Jiang Su Huifeng Information Industry Group.

In 1998, he worked with the Shenyang Hong An Group to successfully plan a merger between an Engine factory and two parties.

In 2000, he worked with Guangdong Dong Chen Group to plan and implement the rental and operation of Jiu Jiang Dragon Palace Cave, which successfully resulted in reduced costs and increased profit and capital for the company. In that same year, he worked with BaoDing Ke Han Technology Development Company where he planned and implemented a financing market sales plan.

In 2001, Mr. Jia became Chief of the Delegates for Hua Li Chuang Tou Company in Beijing. In that company, every investor had specific industry knowledge, as well as at least 15 years of overseas experience in the European Union, US, or other country. Here, he operated three hi-tech companies in Shanghai Zhang Jiang Investment Park.

From 2001 to 2002, Mr. Jia served as Chief of the Delegates of Shang Hai HuaLi Management Company. He also worked as a researcher for the China Development and Strategic Committee, as well as the Chief Strategic Officer of Beijing Bank of Knowledge.

In 2003, as a preside for the first 14 parts of the China Decision Making Theory, he resolved a world wide problem regarding Economic Management and Science, and challenged the Nobel Prize Winner and Chinese academician.

2

 
Currently, he is writing more books on philosophy, economics, management science, religion and history.

A copy of his signed Independent Director’s Agreement is attached hereto as Exhibit 99.1.

Yuan Hong - Mr. Hong is an independent director of Along Mobile Technologies, Inc. Mr. Hong received his Bachelor’s degree from Northwest Polytechnic University, and his MBA from Xi’an Jiaotong University. He has over 10 years of extensive experiences in the computer information industry.

Mr. Hong was the Vice Section Chief of the Communication Section of Shaanxi Province Economy & Trade Information Center. Later in April 2003, he served as the Section Chief of the Communication Section. During that period, he successfully built up the Special Network Channel for the China Economy and Trade information Commission Center. Currently, he is serving as the Vice Director of the Shaanxi Province Economy & Trade Information Center.

A copy of Yuan Hong’s signed Independent Director’s Agreement is attached hereto as Exhibit 99.2.

Erping Yang - Mr. Erping Yang received his MBA from Xi’an Jiaotong University in 1991. He is a professor of Xi’an Institute of Economics and Finance and teaches Strategy Management, Operation Management and Technology Economics.

Prior to 1995, Mr. Yang worked as a teacher for the Shaanxi Business Management Institute. From 1994 to 1995, he worked as a visiting scholar at MSU and LCC in the United States. He served as secretary for the Shaanxi Governor from 1995 to 2001, and then as CIO for the Shaanxi E-government Office from 2001 to 2003. Afterwards, he became a professor at the Shaanxi Economics and Finance Institute.

Mr. Yang has been an expert on the Information Committee of the Shaanxi Government. He has also been an independent director for two companies, and a consultant for two large enterprises. Mr. Yang has extensive experience in developing business strategies and in planning projects for several state owned and private companies.

A copy of Erping Yang’s signed Independent Director’s Agreement is attached hereto as Exhibit 99.3.

Director and Officer Indemnification Agreement

On May 11, 2007 the Company approved a Director and Officer Indemnification Agreement to be signed by each officer and director of the Company.

Pursuant to the terms of the Director and Officer Indemnification Agreement, Along Mobile agrees to indemnify its officers and directors (“Indemnitee”) to the fullest extent permitted by Nevada Law except when: (1) it is expressly prohibited by Nevada Law; (2) Indemnitee is paid through an insurance policy or other indemnification agreement; (3) Indemnitee has initiated a proceeding without the authorization of the Corporation; (4) Indemnitee has settled a proceeding without the consent of the Corporation; (5) the Corporation initiates an action against the Indemnitee; and (6) when the Indemnitee has acted with intentional misconduct, fraud, gross negligence, or a knowing violation of the law.

3

 
The following persons signed the Director and Officer Indemnification Agreement: Li Jianwei, Gao Yeru, Wang Zhen, Xu Lin, Guoshen Jia, Yuan Hong, and Erping Yang.

A signed copy of the Director and Officer Indemnification Agreements for each of the above officers and directors are attached hereto as Exhibits 99.4 through 99.10.

Creation of Board Committees

On May 11, 2007 by unanimous written consent, the Board of Directors adopted an Audit Committee Charter, Compensation Committee Charter, and a Nomination and Governance Committee Charter.

The Audit Committee of the Board of Directors will assist the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the Company and other such duties as directed by the Board. The Audit Committee will consist of at least three directors, all of whom shall meet the independence requirements established by the Board, applicable laws and regulations. Those directors will be Erping Yang and Guoshen Jia. The third independent director on this committee is yet to be determined. The Committee shall meet at least six times a year, and additionally as needed.

We have attached a copy of the Audit Committee Charter as Exhibit 99.11.

The Compensation Committee will discharge the Board’s responsibilities relating to compensation of the Company’s executives and to oversee and advise the Board on the adoption of policies that govern the Company’s compensation and benefit programs. It will consist of at least three directors, each of whom shall meet the independence requirements, established by the Board, applicable laws and regulations. Those directors will be Erping Yang and Guoshen Jia. The third independent director on this committee is yet to be determined. It shall meet at least four times a year and additionally as needed.

We have attached a copy of the Compensation Committee Charter as Exhibit 99.12.

The Nominating and Governance Committee will determine the slate of director nominees for election to the Company’s Board of Directors, identify and recommend candidates to fill vacancies during annual shareholder meetings, and review, evaluate and recommend changes to the Company’s Corporate Governance Guidelines. The Committee will consist of at least two directors who shall meet the independence requirements established by the Board, applicable laws and regulations. Those directors shall be Yuan Hong, Guoshen Jia, and Erping Yang. The commitee shall meet at least twice a year.

We have attached a copy of the Nominating and Governance Committee Charter as Exhibit 99.13.

4


Exhibit No.
 
Description
14.1
 
Business Code of Conduct
     
14.2
 
Financial Code of Conduct
     
99.1
 
Independent Director Contract for Guoshen Jia
     
99.2
 
Independent Director Contract for Yuan Hong
     
99.3
 
Independent Director Contract for Erping Yang
     
99.4
 
Director and Officer Indemnification Agreement for Li Jianwei
     
99.5
 
Director and Officer Indemnification Agreement for Gao Yeru
     
99.6
 
Director and Officer Indemnification Agreement for Wang Zhen
     
99.7
 
Director and Officer Indemnification Agreement for Xu Lin
     
99.8
 
Director and Officer Indemnification Agreement for Guoshen Jia
     
99.9
 
Director and Officer Indemnification Agreement for Yuan Hong
     
99.10
 
Director and Officer Indemnification Agreement for Erping Yang
     
99.11
 
Audit Committee Charter
     
99.12
 
Compensation Committee Charter
     
99.13
 
Nominating and Governance Committee Charter
 
5


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
ALONG MOBILE TECHNOLOGIES, INC.
 
 
 
 
 
Date: May 11, 2007
By:  
/s/ Li Jian Wei
 

Li, Jian Wei, President

6

EX-14.1 2 v074684_ex14-1.htm
Along Mobile Technologies, Inc.

Standards of Business Conduct

Integrity in All Our Relations
 
Each day we interact with a variety of individuals and groups—including our customers, partners, competitors, co-workers, shareholders, vendors, government and regulatory agencies, and the communities in which we operate. We are committed to interacting with all of these audiences in a respectful, ethical manner and in compliance with applicable laws and regulatory requirements.
 
Along Mobile's Standards of Business Conduct

Regulatory Compliance: We are aware of and obey the laws and regulations that govern the global management of our business. We are responsible for understanding these laws and regulations as they apply to our jobs and for preventing, detecting, and reporting instances of non-compliance to a member of Along Mobile management, Human Resources or to Corporate Legal Counsel.

Lobbying: We recognize our right and responsibility to lobby on behalf of issues that affect our company and business operations. We conduct our lobbying activities in compliance with applicable laws and regulations governing these activities.

Political Activities and Contributions: Along employees are encouraged to exercise their right to participate in political activities. Any decision to become involved is entirely personal and voluntary. Employees' personal political activities are done on their own time and with their own resources.

Regulatory Investigations, Inspections, and Inquiries: We are direct, honest, and truthful in our discussions with regulatory agency representatives and government officials. During investigations, inspections, and inquiries we work with Along Mobile's Corporate Counsel and cooperate by responding to appropriate requests for information.
 
Page 1 of 7


International Business Activities: Along Mobile acknowledges and respects the diverse cultures, customs, and business practices it encounters in the international marketplace. Along Mobile will comply with the applicable U.S. laws and regulations that govern its operations, applicable Chinese laws and regulations and local laws wherever it does business.

Sensitive Payments: Along Mobile complies with the anti-corruption laws of the countries in which it does business, including the United States Foreign Corrupt Practices Act ("FCPA"). In compliance with the FCPA, Along Mobile and its agents/partners/representatives will not make any direct or indirect payments or promises of payment to foreign government officials for the purpose of inducing the individual to misuse his/her position to obtain or retain Along Mobile business.

Anti-Boycott Requirements: Along Mobile complies with U.S. law that prohibits participation in international boycotts that are not sanctioned by the U.S. government.

Export Control: In order to protect U.S. national security, implement U.S. foreign policy, and preserve scarce resources, the United States government restricts the export of certain technology and products, including certain computer software and technical goods and data. We observe restrictions applicable to our business placed on the export and re-export of a U.S. product or component of a product, good, service, or technical data.

Fair Competition and Antitrust: As a global business, we encounter laws and regulations designed to promote fair competition and encourage ethical and legal behavior among competitors. Antitrust laws and fair competition laws generally prohibit any activity that restrains free trade and limits competition. We conduct our business in compliance with these laws.

Responsible Leadership: We manage our business responsibly in order to maintain the confidence, respect, and trust of our customers, consumers, partners, shareholders, and other audiences. We are committed to acting with integrity, investing in new product development, being responsive and accountable to our customers and partners, and remaining a leader in our field. We understand the responsibility that comes with being a worldwide technology and business leader and accept our unique role in both our industry and the global business community.
 
Page 2 of 7


Product and Service Quality: Along Mobile's products and solutions are developed and managed to meet the expectations of our customers, consumers, and partners for high quality and exceptional service. We continually seek new ways to improve our products, service, and responsiveness.

Communication: We apply standards of full, fair, accurate, timely, and understandable disclosure in reports and documents that are filed or submitted to the Securities and Exchange Commission, and in other public communications as well. We establish and maintain clear, honest, and open communications; listen carefully; and build our relationships on trust, respect, and mutual understanding. We are accountable and responsive to the needs of our customers, consumers, and partners and take our commitments to them seriously. Our advertising, sales, and promotional literature seeks to be truthful, accurate, and free from false claims.

Obtaining Competitive Information: Along Mobile has an obligation, and is entitled, to keep up with developments in our industry, including obtaining information about our competitors. We obtain information about our competitors through honest, ethical, and legal methods.
 
Fair Information Practices: Our business is built around technologies to manage communications, and we treat that information with confidentiality and integrity. We are committed to creating a trustworthy environment for mobile users, and continually striving to protect their privacy is at the core of this commitment. We have adopted privacy practices, developed technological solutions to empower individuals to help protect their mobile privacy, and continue to educate consumers about how they can use these tools to manage their personally identifiable information while they use the kiosks or Internet.

Vendors: Along Mobile vendors must adhere to the highest standards of ethical behavior and regulatory compliance and operate in the best interest of Along Mobile. Vendors are expected to provide high-quality services and products while maintaining flexibility and cost-effectiveness. All vendors are required to read and comply with the Along Mobile Vendor Code of Conduct and, when appropriate, train their employees and representatives to ensure that they are aware of Along Mobile's expectations regarding their behavior. We do not engage in any unethical or illegal conduct with our vendors. We do not accept incentives such as kickbacks or bribes in return for conducting business with them.

Financial Integrity: We honestly and accurately record and report business information. We comply with all applicable local, state, and federal laws as well as Chinese laws and regulations regarding record completion and accuracy. We require that financial transactions be executed in accordance with management's authorization, and recorded in a proper manner in order to maintain accountability for Along Mobile's assets. Our financial information reflects only actual transactions and is in compliance with Along Mobile and other applicable accounting practices. The CEO, CFO and other employees of the finance organization are also required to comply with the Along Mobile Finance Code of Professional Conduct.
 
Page 3 of 7


Use and Protection of Assets: We wisely use and protect the assets of the company, including property (both physical and intellectual), supplies, consumables, and equipment. We use these assets exclusively for Along Mobile's business purposes.

Fiscal Responsibility: Along Mobile employees exercise good stewardship over and spend Along Mobile's funds in a responsible manner.

Use of Information Technology: At all times, we should use good judgment and common sense; conduct ourselves ethically, lawfully, and professionally; and follow applicable authorization protocols while accessing and using company-provided information technology and its contents. In using these company assets and systems, we do not create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit, or otherwise offensive or inappropriate, nor do we send any false, derogatory, or malicious communications.

Intellectual Property: We comply with the laws and regulations that govern the rights to and protection of our own and others' copyrights, trademarks, patents, trade secrets, and other forms of intellectual property.

Creation, Retention, and Disposal of Records and Information Assets: We create, retain, and dispose of our business records and information assets, both written and electronic, as part of our normal course of business in compliance with Along Mobile policies and applicable regulatory and legal requirements.

Confidential and Proprietary Information: We respect our ethical and legal responsibilities to protect Along Mobile's confidential and proprietary non-public information and communicate it only as necessary to conduct Along Mobile's business. We do not use this information for our personal advantage or for non-Along Mobile business use, and maintain this confidentiality even after Along Mobile no longer employs us.
 
Page 4 of 7


Third-Party Software: We use software and other content information only in accordance with their associated licenses and/or terms of use. We prohibit the making or using of copies of non-licensed copyrighted material, including software, documentation, graphics, photographs, clip art, animation, movie/video clips, sound, and music.

Insider Information and Securities Trading: In the course of doing business for Along Mobile or in discussions with one of its customers, vendors, or partners, we may become aware of material non-public information about that organization. Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to trade in the public securities of the company. Individuals who have access to this type of information are called "insiders." We discuss this information on a limited, "need to know" basis internally, and do not share it with anyone outside Along Mobile. We do not buy or sell the public securities of a company, including our own, on the basis of such information, and we do not share ("tip") this information with others. Because of the extremely sensitive nature of and severe penalties associated with "insider trading" and "tipping," contact Along Mobile's Corporate Counsel before you buy or sell public securities in situations that could be of this nature.

Conflicts of Interest: Along Mobile employees are expected to act in Along Mobile's best interests and to exercise sound judgment unclouded by personal interests or divided loyalties. Both in the performance of our duties for Along Mobile and our outside activities, we seek to avoid the appearance of, as well as an actual, conflict of interest. If in doubt about a potential conflict, speak with your immediate supervisor, manager, another member of management, the Human Resources Department, or the Corporate Counsel.
 
Gifts and Entertainment: Along Mobile policy and practice encourage the use of good judgment, discretion, and moderation when giving or accepting gifts or entertainment in business settings. Gift giving and entertainment practices may vary in different cultures; however, any gifts and entertainment given or received must be in compliance with law, must not violate the giver's and/or receiver's policies on the matter, and be consistent with local custom and practice. We do not solicit gifts, entertainment, or favors of any value from persons or firms with which Along Mobile actually or potentially does business. Nor do we act in a manner that would place any vendor or customer in a position where he/she may feel obligated to make a gift, provide entertainment, or provide personal favors in order to do business or continue to do business with Along Mobile.
 
Page 5 of 7


Purchasing Decisions and Practices: In our purchasing decisions, negotiations, contract development, and contract administration we comply with the applicable laws and regulations that govern those relationships.

Openness, Honesty, and Respect: In our relationships with each other, we strive to be open, honest, and respectful in sharing our ideas and thoughts, and in receiving input.

Diversity: Along Mobile promotes and supports a diverse workforce at all levels of the company. It is our belief that creating a work environment that enables us to attract, retain, and fully engage diverse talents leads to enhanced innovation and creativity in our products and services.

Equal Employment Opportunity: Along Mobile promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce and is committed to providing equal employment opportunity to all qualified employees and applicants. We do not unlawfully discriminate on the basis of race, color, sex, sexual orientation, religion, national origin, marital status, age, disability, or veteran status in any personnel practice, including recruitment, hiring, training, promotion, and discipline. We take allegations of harassment and unlawful discrimination seriously and address such concerns that are raised regarding this policy.

Safety and Health: A safe and clean work environment is important to the well-being of all Along Mobile employees. Along Mobile complies with applicable safety and health regulations and appropriate practices.

Citizenship and Community Service: We have a strong and demonstrated commitment to the improvement of society as well as the communities we serve and in which we operate. We encourage the support of charitable, civic, educational, and cultural causes. Our contributions include cash, volunteer time, software, and technical assistance.

Respect for the Environment: Along Mobile respects the environment and protects our natural resources. We comply with applicable laws and regulations regarding the use and preservation of our land, air, and water.

Page 6 of 7

 
Our Responsibilities
 
All Along Mobile employees are accountable and responsible for understanding and complying with the Standards of Business Conduct, applicable laws, regulations, and Along Mobile policies that are related to their jobs. In fulfilling these responsibilities each employee must:
 
·  
Read, understand, and comply with the Standards of Business Conduct and all Along Mobile policies that are related to his/her job.
   
·  
Participate in training and educational programs/events required for his/her job.
   
·  
Obtain guidance for resolving a business practice or compliance concern if he/she is uncertain about how to proceed in a situation.
   
·  
Report possible violations of the Standards of Business Conduct, policies, applicable laws, and regulatory requirements.
   
·  
Cooperate fully in any investigation.
   
·  
Make a commitment to conduct Along Mobile's business with integrity and in compliance with applicable laws and regulatory requirements.
 
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EX-14.2 3 v074684_ex14-2.htm
Along Mobile Technologies, Inc. .

Finance Code of Professional Conduct
 
Along Mobile Technologies, Inc.’s (“Along Mobile”) financial mission includes promotion of professional conduct in the practice of financial management worldwide. Along Mobile’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), and other employees of the finance organization hold an important and elevated role in corporate governance in that they are uniquely capable and empowered to ensure that all shareholders' interests are appropriately balanced, protected, and preserved. This Finance Code of Professional Conduct embodies principles which we are expected to adhere to and advocate. These principles of ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to Along Mobile employees, the shareholders and the public. The CEO, CFO, and Finance organization employees are expected to abide by this Code as well as all applicable Along Mobile business conduct standards and policies in Along Mobile’s employee handbook relating to areas covered by the Code. Any violations of the Along Mobile Finance Code of Professional Conduct may result in disciplinary action, up to and including termination of employment.
 
All employees covered by the Finance Code of Professional Conduct will:
 
 
·
Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.
 
 
·
Provide shareholders with information that is accurate, complete, objective, fair, relevant, timely, and understandable, including information in our filings with and other submissions to the U.S. Securities and Exchange Commission and other public bodies.
 
 
·
Comply with rules and regulations of federal, state, provincial and local governments, and of other appropriate private and public regulatory agencies.
 
 
·
Action in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
 
 
·
Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.
 
 
·
Not use confidential information acquired in the course of one’s work for personal advantage.
 
 
·
Share knowledge and maintain profession skills important and relevant to shareholders’ needs.
 
 
·
Proactively promote and be an example of ethical behavior as a responsible individual among peers, in the work environment and the community
 
 
·
Exercise responsible use, control, and stewardship over all Along Mobile assets and resources that are employed by or entrusted to us.
 
 
·
Not coerce, manipulate, mislead, or unduly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of Along Mobile’s system of internal controls, financial statements, or accounting books and records.
 
 
Page 1 of 2

 
 
If you are aware of any suspected or known violations of this Code of Professional Conduct, the Standards of Business Conduct, or other Along Mobile policies or guidelines, you have a duty to promptly report such concerns either to your manager, another responsible member of management, or a Human Resources representative. The procedures to be followed for such a report are outlined in the Standards of Business Conduct and the Whistleblowing Reporting Procedure and Guidelines in the Employee Handbook.
 
If you have a concern about a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by sending an e-mail message to ______________, or by calling ________________. You may also send a letter or fax reporting your concern to Along Mobile’s Director of Compliance.
 
Along Mobile will handle all inquiries discreetly and make every effort to maintain, within the limits allowed by law, the confidentiality of anyone requesting guidance or reporting questionable behavior and/or a compliance concern.
 
It is Along Mobile’s intention that this Code of Professional Conduct be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-B Item 406.
 
 
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EX-99.1 4 v074684_ex99-1.htm
ALONG MOBILE TECHNOLOGIES, INC.
INDEPENDENT DIRECTOR’S CONTRACT
 
This agreement (“Agreement”) is made as of the 10th day of May 2007 and is by and between Along Mobile Technologies, Inc., a Nevada corporation (the “Company”), and Guoshen Jia (the “Director”).
 
BACKGROUND

The Board of Directors of the Company desires to appoint Director to fill an existing vacancy and to have the Director perform the duties of independent director and Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

AGREEMENT

In consideration for the above recited promises and the mutual promise contained herein, the adequacy and sufficiency of which are hereby acknowledge, Company and Director hereby agree as follows:

1.  
 DUTIES. The Company requires that the Director be available to perform the duties of an independent director and such other duties customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada General Corporation Law. Director agrees to devote as much time as is necessary to perform completely the duties as Director of the Company and as a member of any such committees the Director is or may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of Directors arising under the Nevada General Corporation Law and Chapter 78 of the Nevada Revised Statutes.

2.  
TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the Board of Directors of the Company, in the event the Director is appointed to fill a vacancy or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation. Each 12-month period ending on the anniversary date of the Director’s appointment shall constitute a Service Year.

3.  
COMPENSATION. For all services to be rendered by Director in any capacity hereunder, the Company agrees to pay Director a fee of $2,000 in cash per Service Year, paid in equal quarterly installments throughout the Company’s fiscal year (“Compensation”). Compensation shall be paid to Director at the commencement of every quarter. Should Director begin his services after the commencement of the quarter, Director’s initial payment will be calculated by multiplying the remaining days in the quarter by the daily amount of stock and cash payment to which Director is entitled, on the basis of a 365-day year. Such Compensation and grant shares may be adjusted from time to time as agreed by the parties
 
1 of 4

 
4.  
EXPENSES. In addition to any other compensation, the Company will reimburse Director for pre-approved reasonable business related expenses incurred in good faith in the performance of Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

5.  
CONFIDENTIALITY. The Company and Director each acknowledge that , in order for the intents and purposes of this Agreement to be accomplished, Director shall necessarily obtain access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.

6.  
NON-COMPETE. To the exclusion of any relationship, in existence at the time this Agreement is entered into, in which Director is employed by or has an ownership interest in another business, during the Term and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its Subsidiaries or Affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, or in any manner whatsoever: (i) engage in the business of another company competitive with the Company’s current lines of business, or any business then engaged in by the Company, its Subsidiaries, or Affiliates; or (ii) have any interest as owner, sole proprietor, shareholder, partner , lender, director, officer, manager, employee, consultant, agent, or otherwise, in any business competitive with the Company’s business; provided, however, that Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and Affiliates.
 
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7.  
TERMINATION. With or without cause, the Company and Director may each terminate this Agreement at any time upon ten (10) days written notice. If the director voluntarily resigns prior to the end of a quarter, the Company shall be entitled to receive, upon written request by the Company, a refund of the portion of the Compensation that relates to the remaining days of the quarter. The refund will be calculated by multiplying the remaining days in the quarter by the daily amount of stock and cash payment to which the Director is entitled, on the basis of a 365-day year. Such written request must be submitted within ninety (90) days of the termination date. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing Director with immediate effect at any time for any reason.

8.  
INDEMNIFICATION. Please see agreement simultaneously executed with this Agreement entitled, “Director and Officer Indemnification Agreement.”

9.  
EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

10.  
NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified in filings made by the Company with the U.S. Securities and Exchange Commission and if by fax to (202) 318-2502.

11.  
GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to the state’s conflicts of laws principals.

12.  
ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

13.  
MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the within Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

14.  
ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.  
COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.
 
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16.  
ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.
 
IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written.
     
 
ALONG MOBILE TECHNOLOGIES, INC.
 
 
 
 
 
 
By:   /s/ Li Jianwei
 
Li Jianwei, CEO and President
     
 
INDEPENDENT DIRECTOR
 
 
 
 
 
 
By:  
/s/ Guoshen Jia
 
Guoshen Jia, Director
 
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EX-99.2 5 v074684_ex99-2.htm
ALONG MOBILE TECHNOLOGIES, INC.
INDEPENDENT DIRECTOR’S CONTRACT
 
This agreement (“Agreement”) is made as of the 10th day of May 2007 and is by and between Along Mobile Technologies, Inc., a Nevada corporation (the “Company”), and Yuan Hong (the “Director”).

BACKGROUND

The Board of Directors of the Company desires to appoint Director to fill an existing vacancy and to have the Director perform the duties of independent director and Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

AGREEMENT

In consideration for the above recited promises and the mutual promise contained herein, the adequacy and sufficiency of which are hereby acknowledge, Company and Director hereby agree as follows:

1.  
 DUTIES. The Company requires that the Director be available to perform the duties of an independent director and such other duties customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada General Corporation Law. Director agrees to devote as much time as is necessary to perform completely the duties as Director of the Company and as a member of any such committees the Director is or may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of Directors arising under the Nevada General Corporation Law and Chapter 78 of the Nevada Revised Statutes.

2.  
TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the Board of Directors of the Company, in the event the Director is appointed to fill a vacancy or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation. Each 12-month period ending on the anniversary date of the Director’s appointment shall constitute a Service Year.

3.  
COMPENSATION. For all services to be rendered by Director in any capacity hereunder, the Company agrees to pay Director a fee of $2,000 in cash per Service Year, paid in equal quarterly installments throughout the Company’s fiscal year (“Compensation”). Compensation shall be paid to Director at the commencement of every quarter. Should Director begin his services after the commencement of the quarter, Director’s initial payment will be calculated by multiplying the remaining days in the quarter by the daily amount of stock and cash payment to which Director is entitled, on the basis of a 365-day year. Such Compensation and grant shares may be adjusted from time to time as agreed by the parties
 
 
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4.  
EXPENSES. In addition to any other compensation, the Company will reimburse Director for pre-approved reasonable business related expenses incurred in good faith in the performance of Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

5.  
CONFIDENTIALITY. The Company and Director each acknowledge that , in order for the intents and purposes of this Agreement to be accomplished, Director shall necessarily obtain access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.

6.  
NON-COMPETE. To the exclusion of any relationship, in existence at the time this Agreement is entered into, in which Director is employed by or has an ownership interest in another business, during the Term and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its Subsidiaries or Affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, or in any manner whatsoever: (i) engage in the business of another company competitive with the Company’s current lines of business, or any business then engaged in by the Company, its Subsidiaries, or Affiliates; or (ii) have any interest as owner, sole proprietor, shareholder, partner , lender, director, officer, manager, employee, consultant, agent, or otherwise, in any business competitive with the Company’s business; provided, however, that Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and Affiliates.
 
 
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7.  
TERMINATION. With or without cause, the Company and Director may each terminate this Agreement at any time upon ten (10) days written notice. If the director voluntarily resigns prior to the end of a quarter, the Company shall be entitled to receive, upon written request by the Company, a refund of the portion of the Compensation that relates to the remaining days of the quarter. The refund will be calculated by multiplying the remaining days in the quarter by the daily amount of stock and cash payment to which the Director is entitled, on the basis of a 365-day year. Such written request must be submitted within ninety (90) days of the termination date. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing Director with immediate effect at any time for any reason.

8.  
INDEMNIFICATION. Please see agreement simultaneously executed with this Agreement entitled, “Director and Officer Indemnification Agreement.”

9.  
EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

10.  
NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified in filings made by the Company with the U.S. Securities and Exchange Commission and if by fax to (202) 318-2502.

11.  
GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to the state’s conflicts of laws principals.

12.  
ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

13.  
MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the within Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

14.  
ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.  
COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

16.  
ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

 
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IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written.
     
 
ALONG MOBILE TECHNOLOGIES, INC.
 
 
 
 
 
 
By:   /s/ Li Jianwei
 

Li Jianwei,
CEO and President
 
     
  INDEPENDENT DIRECTOR
 
 
 
 
 
 
By:   /s/ Yuan Hong
 

Yuan Hong,
Director

 
4 of 4

 
 
EX-99.3 6 v074684_ex99-3.htm
ALONG MOBILE TECHNOLOGIES, INC.
INDEPENDENT DIRECTOR’S CONTRACT
 
This agreement (“Agreement”) is made as of the 10th day of May 2007 and is by and between Along Mobile Technologies, Inc., a Nevada corporation (the “Company”), and Erping Yang (the “Director”).
 
BACKGROUND

The Board of Directors of the Company desires to appoint Director to fill an existing vacancy and to have the Director perform the duties of independent director and Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

AGREEMENT

In consideration for the above recited promises and the mutual promise contained herein, the adequacy and sufficiency of which are hereby acknowledge, Company and Director hereby agree as follows:

1.  
 DUTIES. The Company requires that the Director be available to perform the duties of an independent director and such other duties customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada General Corporation Law. Director agrees to devote as much time as is necessary to perform completely the duties as Director of the Company and as a member of any such committees the Director is or may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of Directors arising under the Nevada General Corporation Law and Chapter 78 of the Nevada Revised Statutes.

2.  
TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the Board of Directors of the Company, in the event the Director is appointed to fill a vacancy or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation. Each 12-month period ending on the anniversary date of the Director’s appointment shall constitute a Service Year.

3.  
COMPENSATION. For all services to be rendered by Director in any capacity hereunder, the Company agrees to pay Director a fee of $2,000 in cash per Service Year, paid in equal quarterly installments throughout the Company’s fiscal year (“Compensation”). Compensation shall be paid to Director at the commencement of every quarter. Should Director begin his services after the commencement of the quarter, Director’s initial payment will be calculated by multiplying the remaining days in the quarter by the daily amount of stock and cash payment to which Director is entitled, on the basis of a 365-day year. Such Compensation and grant shares may be adjusted from time to time as agreed by the parties
 
 
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4.  
EXPENSES. In addition to any other compensation, the Company will reimburse Director for pre-approved reasonable business related expenses incurred in good faith in the performance of Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

5.  
CONFIDENTIALITY. The Company and Director each acknowledge that , in order for the intents and purposes of this Agreement to be accomplished, Director shall necessarily obtain access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.

6.  
NON-COMPETE. To the exclusion of any relationship, in existence at the time this Agreement is entered into, in which Director is employed by or has an ownership interest in another business, during the Term and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its Subsidiaries or Affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, or in any manner whatsoever: (i) engage in the business of another company competitive with the Company’s current lines of business, or any business then engaged in by the Company, its Subsidiaries, or Affiliates; or (ii) have any interest as owner, sole proprietor, shareholder, partner , lender, director, officer, manager, employee, consultant, agent, or otherwise, in any business competitive with the Company’s business; provided, however, that Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and Affiliates.
 
 
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7.  
TERMINATION. With or without cause, the Company and Director may each terminate this Agreement at any time upon ten (10) days written notice. If the director voluntarily resigns prior to the end of a quarter, the Company shall be entitled to receive, upon written request by the Company, a refund of the portion of the Compensation that relates to the remaining days of the quarter. The refund will be calculated by multiplying the remaining days in the quarter by the daily amount of stock and cash payment to which the Director is entitled, on the basis of a 365-day year. Such written request must be submitted within ninety (90) days of the termination date. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing Director with immediate effect at any time for any reason.

8.  
INDEMNIFICATION. Please see agreement simultaneously executed with this Agreement entitled, “Director and Officer Indemnification Agreement.”

9.  
EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

10.  
NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified in filings made by the Company with the U.S. Securities and Exchange Commission and if by fax to (202) 318-2502.

11.  
GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to the state’s conflicts of laws principals.

12.  
ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

13.  
MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the within Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

14.  
ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.  
COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

16.  
ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

 
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IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written.
     
 
ALONG MOBILE TECHNOLOGIES, INC.
 
 
 
 
 
 
By:   /s/ Li Jianwei
 

Li Jianwei,
CEO and President
   
     
  INDEPENDENT DIRECTOR
 
 
 
 
 
 
By:   /s/ Erping Yang
 
Erping Yang,
Director

 
4 of 4

 
 
EX-99.4 7 v074684_ex99-4.htm
ALONG MOBILE TECHNOLOGIES, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This indemnification agreement (the "Agreement") is entered into as of, by and between  Along Mobile Technologies, Inc., a Nevada Corporation (the "Corporation"), and Li Jianwei ("Indemnitee"), with an effective date of May 10, 2007 being the date of such Indemnitee's appointment as a Director or Officer of the Corporation (the "Effective Date"), and is based on the following:

PREMISES

 
A.
The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

 
B.
Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

 
C.
In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

 
D.
The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.
 
AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

 
1.
Definitions. For purposes of this Agreement:

 
a.
“Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").
 
 
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b.
''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

 
c.
''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

 
d.
''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

 
e.
‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

 
2.
Service by Indemnitee. Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.
 
 
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3.
Indemnification. The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

 
a.
To the extent expressly prohibited by Nevada Law;

 
b.
For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

 
c.
In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

 
d.
For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

 
e.
With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

 
f.
With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

 
4.
Action or Proceedings Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 
5.
Indemnity in Proceedings by or in the Name of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.
 
 
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6.
Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

 
7.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

 
8.
Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

 
9.
Selection of Independent Counsel. Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of "Independent Counsel," as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation's selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this Section regardless of the manner in which such Independent Counsel was selected or appointed.
 
 
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10.
Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.

 
11.
Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

 
12.
Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Corporation:

 
a.
The Corporation shall be entitled to participate therein at its own expense; and
 
 
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b.
Except as otherwise provided in this Agreement, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action; or (iii) the Corporation shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the action, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

 
c.
If the Corporation has assumed the defense of a Proceeding, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

 
13.
Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.

 
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14.
Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the Corporation at the request of Indemnitee, each such payment to be made within twenty calendar days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Corporation as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured.

 
15.
Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee's benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee's benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Expenses upon the Corporation's failure, inability, or refusal to pay Expenses incurred by the Indemnitee.

 
16.
Remedies of Indemnitee in Cases of Determination not to Indemnify or to Pay Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification, or if Expenses are not paid pursuant to Section 14, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

 
17.
Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any organizational documents of the Corporation, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.
 
 
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18.
Enforcement.

 
a.
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

 
b.
In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

 
c.
The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

 
19.
Expenses to Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against any actual Expenses incurred by Indemnitee.

 
20.
Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is an independent or non-independent director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of any other entity of the Corporation, and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was an independent or non-independent director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of any other entity.

 
21.
Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.
 
 
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22.
 Governing Law: Binding Effect, Amendment and Termination, Construction

 
a.
This Agreement shall be interpreted and enforced in accordance with Nevada Law.

 
b.
This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.

 
c.
No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

 
d.
This Agreement shall be construed liberally in favor of the Indemnitee to the
fullest extent possible under Nevada Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, or by Nevada Law. In the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.

 
23.
Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee.

24. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable: 

 
a.
The validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way effected or impaired thereby; and

 
b.
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.

 
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25.
Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:

 
If to the Corporation:
 
Along Mobile Technologies
     
No.88, 9F Mellennirm Mansion,
     
Western Part Of 2nd South Ring Road,
     
Xi'an,Shaanxi Province 710065
     
China
       
       
 
If to Indemnitee, to:
 
Li Jianwei
     
No.88, 9F Mellennirm Mansion,
     
Western Part Of 2nd South Ring Road,
     
Xi'an,Shaanxi Province 710065
     
China
     
Tel: 011-86-29-88360097
 
or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.
 
IN WITNESS WHEREOF, the Corporation and Indemnitee hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.
   
Corporation:
 
ALONG MOBILE TECHNNOLOGIES, INC.
 
 
 
 
 
 
/s/ Li Jianwei
 
By: Li Jianwei
Title: CEO and President
   
 
 
Indemnitee:
 
 
 
 
 
 
/s/ Li Jianwei
 
Li Jianwei, CEO and President
 
 
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EX-99.5 8 v074684_ex99-5.htm
ALONG MOBILE TECHNOLOGIES, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This indemnification agreement (the "Agreement") is entered into as of, by and between  Along Mobile Technologies, Inc., a Nevada Corporation (the "Corporation"), and Gao Yeru ("Indemnitee"), with an effective date of _____ being the date of such Indemnitee's appointment as a Director or Officer of the Corporation (the "Effective Date"), and is based on the following:

PREMISES

 
A.
The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

 
B.
Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

 
C.
In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

 
D.
The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.
 
AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

 
1.
Definitions. For purposes of this Agreement:

 
a.
“Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").
 
 
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b.
''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

 
c.
''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

 
d.
''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

 
e.
‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

 
2.
Service by Indemnitee. Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.
 
 
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3.
Indemnification. The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

 
a.
To the extent expressly prohibited by Nevada Law;

 
b.
For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

 
c.
In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

 
d.
For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

 
e.
With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

 
f.
With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

 
4.
Action or Proceedings Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 
5.
Indemnity in Proceedings by or in the Name of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.
 
 
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6.
Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

 
7.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

 
8.
Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

 
9.
Selection of Independent Counsel. Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of "Independent Counsel," as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation's selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this Section regardless of the manner in which such Independent Counsel was selected or appointed.
 
 
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10.
Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.

 
11.
Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

 
12.
Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Corporation:

 
a.
The Corporation shall be entitled to participate therein at its own expense; and
 
 
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b.
Except as otherwise provided in this Agreement, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action; or (iii) the Corporation shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the action, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

 
c.
If the Corporation has assumed the defense of a Proceeding, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

 
13.
Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.
 
 
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14.
Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the Corporation at the request of Indemnitee, each such payment to be made within twenty calendar days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Corporation as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured.

 
15.
Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee's benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee's benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Expenses upon the Corporation's failure, inability, or refusal to pay Expenses incurred by the Indemnitee.

 
16.
Remedies of Indemnitee in Cases of Determination not to Indemnify or to Pay Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification, or if Expenses are not paid pursuant to Section 14, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

 
17.
Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any organizational documents of the Corporation, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.
 
 
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18.
Enforcement.

 
a.
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

 
b.
In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

 
c.
The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

 
19.
Expenses to Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against any actual Expenses incurred by Indemnitee.

 
20.
Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is an independent or non-independent director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of any other entity of the Corporation, and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was an independent or non-independent director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of any other entity.

 
21.
Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.

 
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22.
 Governing Law: Binding Effect, Amendment and Termination, Construction

 
a.
This Agreement shall be interpreted and enforced in accordance with Nevada Law.

 
b.
This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.

 
c.
No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

 
d.
This Agreement shall be construed liberally in favor of the Indemnitee to the fullest extent possible under Nevada Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, or by Nevada Law. In the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.
 
 
23.
Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee.

24. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable: 

 
a.
The validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way effected or impaired thereby; and

 
b.
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.
 
 
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25.
Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:

  If to the Corporation: Along Mobile Technologies
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China
     
  If to Indemnitee, to: Gao Yeru
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China  
  
or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.
 
IN WITNESS WHEREOF, the Corporation and Indemnitee hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.
 
   
Corporation:
 
ALONG MOBILE TECHNNOLOGIES, INC.
 
 
 
 
 
 
 
By: Li Jianwei 
 
Title: CEO and President
   
 
 
 
 
 
Indemnitee:
 
Gao Yeru, COO
 
 
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EX-99.6 9 v074684_ex99-6.htm
                                    
ALONG MOBILE TECHNOLOGIES, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This indemnification agreement (the "Agreement") is entered into as of, by and between  Along Mobile Technologies, Inc., a Nevada Corporation (the "Corporation"), and Wang Zhen ("Indemnitee"), with an effective date of May 10, 2007 being the date of such Indemnitee's appointment as a Director or Officer of the Corporation (the "Effective Date"), and is based on the following:
 
PREMISES

A.  
The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

B.  
Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

C.  
In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

D.  
The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.
 
AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

1.  
Definitions. For purposes of this Agreement:

a.  
“Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").
 
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b.  
''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

c.  
''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

d.  
''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

e.  
‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

2.  
Service by Indemnitee. Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.
 
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3.  
Indemnification. The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

a.  
To the extent expressly prohibited by Nevada Law;

b.  
For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

c.  
In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

d.  
For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

e.  
With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

f.  
With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

4.  
Action or Proceedings Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

5.  
Indemnity in Proceedings by or in the Name of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.
 
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6.  
Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

7.  
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

8.  
Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

9.  
Selection of Independent Counsel. Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of "Independent Counsel," as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation's selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this Section regardless of the manner in which such Independent Counsel was selected or appointed.
 
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10.  
Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.

11.  
Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

12.  
Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Corporation:
 
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a.  
The Corporation shall be entitled to participate therein at its own expense; and

b.  
Except as otherwise provided in this Agreement, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action; or (iii) the Corporation shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the action, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

c.  
If the Corporation has assumed the defense of a Proceeding, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

13.  
Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.
 
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14.  
Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the Corporation at the request of Indemnitee, each such payment to be made within twenty calendar days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Corporation as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured.

15.  
Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee's benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee's benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Expenses upon the Corporation's failure, inability, or refusal to pay Expenses incurred by the Indemnitee.

16.  
Remedies of Indemnitee in Cases of Determination not to Indemnify or to Pay Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification, or if Expenses are not paid pursuant to Section 14, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

17.  
Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any organizational documents of the Corporation, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.
 
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18.  
Enforcement.

a.  
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

b.  
In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

c.  
The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

19.  
Expenses to Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against any actual Expenses incurred by Indemnitee.

20.  
Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is an independent or non-independent director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of any other entity of the Corporation, and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was an independent or non-independent director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of any other entity.

21.  
Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.
 
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22.  
 Governing Law: Binding Effect, Amendment and Termination, Construction

a.  
This Agreement shall be interpreted and enforced in accordance with Nevada Law.

b.  
This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.

c.  
No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

   d.
This Agreement shall be construed liberally in favor of the Indemnitee to the fullest extent possible under Nevada Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, or by Nevada Law. In the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.
 
23.  
Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee.

24.  
Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable:

a.  
The validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way effected or impaired thereby; and

b.  
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.
 
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25.  
Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:
 
If to the Corporation:
  Along Mobile Technologies
    No.88, 9F Mellennirm Mansion,
    Western Part Of 2nd South Ring Road,
    Xi'an,Shaanxi Province 710065
   
China
     
If to Indemnitee, to:
  Wang Yeru
    No.88, 9F Mellennirm Mansion,
    Western Part Of 2nd South Ring Road,
    Xi'an,Shaanxi Province 710065
    China 
 
or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.
 
IN WITNESS WHEREOF, the Corporation and Indemnitee hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.
     
 
Corporation:
 
ALONG MOBILE TECHNNOLOGIES, INC.
 
 
 
 
 
 
By:   /s/ Li Jianwei
 
Li Jianwei
  Title: CEO and President
     
 
Indemnitee:
 
 
 
 
 
 
     
/s/ Wang Zhen     
 
Wang Zhen, CFO
 
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EX-99.7 10 v074684_ex99-7.htm

ALONG MOBILE TECHNOLOGIES, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This indemnification agreement (the "Agreement") is entered into as of, by and between  Along Mobile Technologies, Inc., a Nevada Corporation (the "Corporation"), and Xu Lin ("Indemnitee"), with an effective date of May 10, 2007 being the date of such Indemnitee's appointment as a Director or Officer of the Corporation (the "Effective Date"), and is based on the following:
 
PREMISES

 
A.
The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

 
B.
Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

 
C.
In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

 
D.
The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.
 
AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

 
1.
Definitions. For purposes of this Agreement:

 
a.
“Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").
 
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b.
''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

 
c.
''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

 
d.
''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

 
e.
‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

 
2.
Service by Indemnitee. Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.
 
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3.
Indemnification. The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

 
a.
To the extent expressly prohibited by Nevada Law;

 
b.
For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

 
c.
In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

 
d.
For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

 
e.
With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

 
f.
With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

 
4.
Action or Proceedings Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 
5.
Indemnity in Proceedings by or in the Name of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.
 
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6.
Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

 
7.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

 
8.
Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

 
9.
Selection of Independent Counsel. Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of "Independent Counsel," as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation's selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this Section regardless of the manner in which such Independent Counsel was selected or appointed.
 
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10.
Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.

 
11.
Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

 
12.
Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Corporation:

 
a.
The Corporation shall be entitled to participate therein at its own expense; and
 
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b.
Except as otherwise provided in this Agreement, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action; or (iii) the Corporation shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the action, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

 
c.
If the Corporation has assumed the defense of a Proceeding, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

 
13.
Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.
 
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14.
Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the Corporation at the request of Indemnitee, each such payment to be made within twenty calendar days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Corporation as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured.

 
15.
Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee's benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee's benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Expenses upon the Corporation's failure, inability, or refusal to pay Expenses incurred by the Indemnitee.

 
16.
Remedies of Indemnitee in Cases of Determination not to Indemnify or to Pay Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification, or if Expenses are not paid pursuant to Section 14, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

 
17.
Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any organizational documents of the Corporation, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.
 
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18.
Enforcement.

 
a.
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

 
b.
In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

 
c.
The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

 
19.
Expenses to Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against any actual Expenses incurred by Indemnitee.

 
20.
Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is an independent or non-independent director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of any other entity of the Corporation, and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was an independent or non-independent director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of any other entity.

 
21.
Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.

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22.
 Governing Law: Binding Effect, Amendment and Termination, Construction

 
a.
This Agreement shall be interpreted and enforced in accordance with Nevada Law.

 
b.
This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.

 
c.
No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

 
d.
This Agreement shall be construed liberally in favor of the Indemnitee to the fullest extent possible under Nevada Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, or by Nevada Law. In the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.

 
23.
Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee.

24. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable: 

 
a.
The validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way effected or impaired thereby; and

 
b.
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.
 
 
25.
Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:

If to the Corporation:  Along Mobile Technologies
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China

If to Indemnitee, to:     Xu Lin
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China  
 
or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.
 
IN WITNESS WHEREOF, the Corporation and Indemnitee hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.
     
   
Corporation:
 
ALONG MOBILE TECHNNOLOGIES, INC.
 
 
 
 
 
 
/s/ Li Jianwei
 
By: Li Jianwei
Title: CEO and President

     
   
Indemnitee:
 
 
 
 
 
 
/s/ Xu Lin
 
Xu Lin, CAO
 
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EX-99.8 11 v074684_ex99-8.htm

ALONG MOBILE TECHNOLOGIES, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This indemnification agreement (the "Agreement") is entered into as of, by and between  Along Mobile Technologies, Inc., a Nevada Corporation (the "Corporation"), and Guoshen Jia ("Indemnitee"), with an effective date of _____ being the date of such Indemnitee's appointment as a Director or Officer of the Corporation (the "Effective Date"), and is based on the following:
 
PREMISES

 
A.
The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

 
B.
Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

 
C.
In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

 
D.
The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.
 
AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

 
1.
Definitions. For purposes of this Agreement:

 
a.
“Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").
 
 
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b.
''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

 
c.
''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

 
d.
''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

 
e.
‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

 
2.
Service by Indemnitee. Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.
 
 
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3.
Indemnification. The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

 
a.
To the extent expressly prohibited by Nevada Law;

 
b.
For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

 
c.
In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

 
d.
For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

 
e.
With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

 
f.
With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

 
4.
Action or Proceedings Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 
5.
Indemnity in Proceedings by or in the Name of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.
 
 
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6.
Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

 
7.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

 
8.
Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

 
9.
Selection of Independent Counsel. Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of "Independent Counsel," as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation's selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this Section regardless of the manner in which such Independent Counsel was selected or appointed.
 
 
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10.
Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.

 
11.
Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

 
12.
Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Corporation:

 
a.
The Corporation shall be entitled to participate therein at its own expense; and
 
 
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b.
Except as otherwise provided in this Agreement, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action; or (iii) the Corporation shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the action, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

 
c.
If the Corporation has assumed the defense of a Proceeding, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

 
13.
Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.
 
 
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14.
Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the Corporation at the request of Indemnitee, each such payment to be made within twenty calendar days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Corporation as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured.

 
15.
Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee's benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee's benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Expenses upon the Corporation's failure, inability, or refusal to pay Expenses incurred by the Indemnitee.

 
16.
Remedies of Indemnitee in Cases of Determination not to Indemnify or to Pay Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification, or if Expenses are not paid pursuant to Section 14, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

 
17.
Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any organizational documents of the Corporation, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.
 
 
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18.
Enforcement.

 
a.
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

 
b.
In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

 
c.
The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

 
19.
Expenses to Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against any actual Expenses incurred by Indemnitee.

 
20.
Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is an independent or non-independent director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of any other entity of the Corporation, and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was an independent or non-independent director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of any other entity.

 
21.
Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.

 
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22.
 Governing Law: Binding Effect, Amendment and Termination, Construction

 
a.
This Agreement shall be interpreted and enforced in accordance with Nevada Law.

 
b.
This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.

 
c.
No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

 
d.
This Agreement shall be construed liberally in favor of the Indemnitee to the fullest extent possible under Nevada Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, or by Nevada Law. In the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.

 
23.
Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee.

24.
Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable: 

 
a.
The validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way effected or impaired thereby; and

 
b.
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.
 
 
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25.
Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:

If to the Corporation:  Along Mobile Technologies
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China

If to Indemnitee, to:     Guoshen Jia
__________________________________
__________________________________
__________________________________
Tel:     
Facsimile:

or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.
 
IN WITNESS WHEREOF, the Corporation and Indemnitee hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.
     
   
Corporation:
 
ALONG MOBILE TECHNNOLOGIES, INC.
 
 
 
 
 
 
 
 
By: Li Jianwei
Title: CEO and President
 
 
 
 
Indemnitee:
 
 
 
   
 
Guoshen Jia, Director
 
 
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EX-99.9 12 v074684_ex99-9.htm
ALONG MOBILE TECHNOLOGIES, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This indemnification agreement (the "Agreement") is entered into as of, by and between  Along Mobile Technologies, Inc., a Nevada Corporation (the "Corporation"), and Yuan Hong ("Indemnitee"), with an effective date of _____ being the date of such Indemnitee's appointment as a Director or Officer of the Corporation (the "Effective Date"), and is based on the following:

PREMISES

A.  
The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

B.  
Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

C.  
In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

D.  
The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.
 
AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

1.  
Definitions. For purposes of this Agreement:

a.  
“Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").
 
 
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b.  
''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

c.  
''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

d.  
''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

e.  
‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

2.  
Service by Indemnitee. Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.
 
 
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3.  
Indemnification. The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

a.  
To the extent expressly prohibited by Nevada Law;

b.  
For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

c.  
In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

d.  
For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

e.  
With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

f.  
With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

4.  
Action or Proceedings Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

5.  
Indemnity in Proceedings by or in the Name of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.

 
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6.  
Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

7.  
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

8.  
Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

9.  
Selection of Independent Counsel. Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of "Independent Counsel," as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation's selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this Section regardless of the manner in which such Independent Counsel was selected or appointed.

 
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10.  
Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.

11.  
Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

12.  
Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Corporation:

a.  
The Corporation shall be entitled to participate therein at its own expense; and
 
 
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b.  
Except as otherwise provided in this Agreement, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action; or (iii) the Corporation shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the action, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

c.  
If the Corporation has assumed the defense of a Proceeding, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

13.  
Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.
 
 
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14.  
Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the Corporation at the request of Indemnitee, each such payment to be made within twenty calendar days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Corporation as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured.

15.  
Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee's benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee's benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Expenses upon the Corporation's failure, inability, or refusal to pay Expenses incurred by the Indemnitee.

16.  
Remedies of Indemnitee in Cases of Determination not to Indemnify or to Pay Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification, or if Expenses are not paid pursuant to Section 14, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

17.  
Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any organizational documents of the Corporation, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.
 
 
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18.  
Enforcement.

a.  
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

b.  
In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

c.  
The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

19.  
Expenses to Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against any actual Expenses incurred by Indemnitee.

20.  
Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is an independent or non-independent director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of any other entity of the Corporation, and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was an independent or non-independent director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of any other entity.

21.  
Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.

 
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22.  
 Governing Law: Binding Effect, Amendment and Termination, Construction

a.  
This Agreement shall be interpreted and enforced in accordance with Nevada Law.

b.  
This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.
 
c.  
No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

d.  
This Agreement shall be construed liberally in favor of the Indemnitee to the
fullest extent possible under Nevada Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, or by Nevada Law. In the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.

23.  
Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee.

24.  
Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable:

a.  
The validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way effected or impaired thereby; and

b.  
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.

 
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25.  
Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:

  If to the Corporation:
Along Mobile Technologies
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China  
     
  If to Indemnitee, to: Yuan Hong
_________________________________
_________________________________
_________________________________
Tel:     
Facsimile:
 
or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.
 
IN WITNESS WHEREOF, the Corporation and Indemnitee hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.
 
   
Corporation:
 
ALONG MOBILE TECHNNOLOGIES, INC.
 
 
 
 
 
 
 
By: Li Jianwei
Title: CEO and President
 
   
Indemnitee:
 
 
 
 
 
 
 
Yuan Hong, Director
 
 
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EX-99.10 13 v074684_ex99-10.htm

ALONG MOBILE TECHNOLOGIES, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This indemnification agreement (the "Agreement") is entered into as of, by and between  Along Mobile Technologies, Inc., a Nevada Corporation (the "Corporation"), and Erping Yang ("Indemnitee"), with an effective date of May 10, 2007 being the date of such Indemnitee's appointment as a Director or Officer of the Corporation (the "Effective Date"), and is based on the following:

PREMISES

 
A.
The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

 
B.
Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

 
C.
In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

 
D.
The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.
 
AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee do hereby covenant and agree as follows:

 
1.
Definitions. For purposes of this Agreement:

 
a.
“Indemnitee” shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").
 
 
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b.
''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

 
c.
''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

 
d.
''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

 
e.
‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

 
2.
Service by Indemnitee. Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.
 
 
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3.
Indemnification. The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

 
a.
To the extent expressly prohibited by Nevada Law;

 
b.
For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

 
c.
In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

 
d.
For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

 
e.
With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

 
f.
With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

 
4.
Action or Proceedings Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 
5.
Indemnity in Proceedings by or in the Name of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.
 
 
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6.
Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

 
7.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

 
8.
Determination of Entitlement to Indemnification. Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

 
9.
Selection of Independent Counsel. Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within seven days after such written notice of selection shall have been given, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that Independent Counsel so selected does not meet the requirements of "Independent Counsel," as defined in Section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written objection to the Independent Counsel selected, the Corporation has failed to identify a replacement Independent Counsel, the Indemnitee may petition any court of competent jurisdiction for resolution of any objection that shall have been made by Indemnitee to the Corporation's selection of Independent Counsel and for appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its fees and expenses incident to the procedures of this Section regardless of the manner in which such Independent Counsel was selected or appointed.
 
 
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10.
Presumptions and Effect of Certain Proceedings. The Secretary of the Corporation shall, promptly upon receipt of Indemnitee's request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Corporation shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Corporation of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to indemnification except as may be provided herein.

 
11.
Settlement of Claims. The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee's rights under this Agreement without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement. The Corporation shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

 
12.
Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Corporation:

 
a.
The Corporation shall be entitled to participate therein at its own expense; and
 
 
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b.
Except as otherwise provided in this Agreement, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume the defense thereof, the Corporation shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) the employment of counsel by Indemnitee has been authorized by the Corporation; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action; or (iii) the Corporation shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the action, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

 
c.
If the Corporation has assumed the defense of a Proceeding, the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding affected without the Corporation's written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

 
13.
Officer and Director Liability Insurance. The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the independent and non-independent directors, as well as officers, of the Corporation with coverage for Expenses or to ensure the Corporation's performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Corporation shall consult with and be heard by Indemnitee in connection with the Corporation's actions hereunder. In all policies of director and officer liability insurance, (a) Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if Indemnitee is a director, or of the Corporation's officers, if Indemnitee is not a director of the Corporation but is an officer; and (b) the policy shall provide that it shall not be cancelled or materially modified without 30 days' prior written notice to Indemnitee. Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain such insurance if the Corporation determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Corporation.
 
 
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14.
Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall be paid by the Corporation at the request of Indemnitee, each such payment to be made within twenty calendar days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking by or on behalf of Indemnitee to reimburse such amount if it is finally determined, after all appeals by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such Expenses by the Corporation as provided by this Agreement or otherwise. Indemnitee's undertaking to reimburse any such amounts is not required to be secured.

 
15.
Other Financial Arrangements. The Corporation may make other financial arrangements acceptable to Indemnitee for Indemnitee's benefit and Indemnitee shall be an intended third-party beneficiary of any such arrangement, with the right, power, and authority of the Indemnitee to sue for, enforce, and collect the same, in the name, place, and stead of the Corporation or otherwise, for Indemnitee's benefit. Any such fund or other arrangements shall be available to Indemnitee for payment of Expenses upon the Corporation's failure, inability, or refusal to pay Expenses incurred by the Indemnitee.

 
16.
Remedies of Indemnitee in Cases of Determination not to Indemnify or to Pay Expenses. In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification, or if Expenses are not paid pursuant to Section 14, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee's option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. The Corporation shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Corporation further agrees to stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Corporation shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate Proceedings).

 
17.
Other Rights to Indemnification. Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any organizational documents of the Corporation, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.
 
 
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18.
Enforcement.

 
a.
The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and acknowledges that Indemnitee is relying upon this Agreement in continuing as an independent or non-independent director or officer. The Corporation shall be precluded from asserting in any action commenced pursuant to this section 15 that the procedures and presumptions in this section are not valid, binding, and enforceable and shall stipulate in any such judicial proceedings that the Corporation is bound by all of the provisions of this Agreement.

 
b.
In any action commenced pursuant to this Section 18, Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

 
c.
The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.

 
19.
Expenses to Enforce Agreement. In the event that Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee's rights under, or to recover damages for breach of this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, shall be entitled to recover from the Corporation and shall be indemnified by the Corporation against any actual Expenses incurred by Indemnitee.

 
20.
Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is an independent or non-independent director or officer of the Corporation or is serving at the request of the Corporation as a director or officer of any other entity of the Corporation, and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was an independent or non-independent director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of any other entity.

 
21.
Headings; References; Pronouns. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.

 
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22.
 Governing Law: Binding Effect, Amendment and Termination, Construction

 
a.
This Agreement shall be interpreted and enforced in accordance with Nevada Law.

 
b.
This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, the property of all of the foregoing, and the successors and assigns of all of the foregoing.

 
c.
No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Indemnitee.

 
d.
This Agreement shall be construed liberally in favor of the Indemnitee to the fullest extent possible under Nevada Law, even if such indemnification is not specifically authorized by this Agreement or any other agreement, or by Nevada Law. In the event Nevada Law is changed after the date of this Agreement, through statutory amendment, judicial interpretation, administrative regulations, or otherwise, to allow additional indemnification or to remove or restrict current limitations on indemnification, this Agreement shall be deemed to be amended and reformed so that Indemnitee shall enjoy by this Agreement the greater benefits of such change. In the event of any change in Nevada Law that narrows or restricts the right of a Nevada corporation to indemnify Indemnitee, such change, to the extent not otherwise required by Nevada Law to be applied to Indemnitee in the relevant circumstances, shall have no effect on this Agreement or the rights and obligations of the parties hereunder.

 
23.
Mutual Acknowledgement. Both the Corporation and Indemnitee acknowledge that in certain instances, federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation's right under public policy to indemnify Indemnitee.
     
  24. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable:
 
 
a.
The validity, legality, and enforceability of the remaining provisions of this Agreement shall not be in any way effected or impaired thereby; and

 
b.
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. Each section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of this Agreement, that section providing the most comprehensive indemnification shall apply.

 
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25.
Notice. Any notice, demand, request, or other communication permitted or required under this Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed as follows:
 
  If to the Corporation:
Along Mobile Technologies
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China
 
       
  If to Indemnitee, to:
Erping Yang
No.88, 9F Mellennirm Mansion,
Western Part Of 2nd South Ring Road,
Xi'an,Shaanxi Province 710065
China
Tel: 13613231200  
Facsimile:
 
 
or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.

IN WITNESS WHEREOF, the Corporation and Indemnitee hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.
     
 
Corporation:

ALONG MOBILE TECHNNOLOGIES, INC.
 
 
 
 
 
 
By:   /s/ Li Jianwei
 
Li Jianwei
  Title: CEO and President
     
   
  Indemnitee:
   
   
        /s/ Erping Yang
 
Erping Yang,
Director

 
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EX-99.11 14 v074684_ex99-11.htm
Along Mobile Technologies, Inc.

Audit Committee Charter and Calendar
 
Role
 
The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and reporting practices of the Company, and such other duties as directed by the Board. The Committee's purpose is to oversee the accounting and financial reporting processes of the Company, the audits of the Company's financial statements, the qualifications of the public accounting firm engaged as the Company's independent auditor to prepare or issue an audit report on the financial statements of the Company, and the performance of the Company's internal audit function and independent auditor. The Committee reviews and assesses the qualitative aspects of financial reporting to shareholders, the Company's processes to manage business and financial risk, and compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment (subject to shareholder ratification), compensation, retention, and oversight of the independent auditor.
 
 
The membership of the Committee consists of at least three directors, all of whom shall meet the independence requirements established by the Board and applicable laws, regulations, and listing requirements. Each member shall in the judgment of the Board have the ability to read and understand fundamental financial statements and otherwise meet the financial sophistication standard established by the requirements of the Securities and Exchange Commission (“SEC”). At least one member of the Committee shall in the judgment of the Board be an "audit committee financial expert" as defined by the rules and regulations of the Securities and Exchange Commission. The Board appoints the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time with or without cause.
 
Generally, no member of the Committee may serve on more than three audit committees of publicly traded companies (including the Audit Committee of the Company) at the same time. For this purpose, service on the audit committees of a parent and its substantially owned subsidiaries counts as service on a single audit committee.
 
 
The Committee meets at least six times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Nevada.
 
 
1

 
 
 
The independent auditor reports directly to the Committee. The Committee is expected to maintain free and open communication with the independent auditor, the internal auditors, and management. This communication will include periodic private executive sessions with each of these parties.
 
 
The Company is responsible for providing new members with appropriate orientation briefings and educational opportunities, and the full Committee with educational resources related to accounting principles and procedures, current accounting topics pertinent to the Company, and other material as may be requested by the Committee. The Company will assist the Committee in maintaining appropriate financial literacy.
 
 
The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel or other experts or consultants, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms. The Company will provide the Committee with appropriate funding, as the Committee determines, for the payment of compensation to the Company's independent auditor, outside counsel, and other advisors as it deems appropriate, and administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention. The Committee will have access to the Company's books, records, facilities, and personnel. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.
 
The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee.
 
 
The Committee's specific responsibilities in carrying out its oversight role are delineated in the Audit Committee Responsibilities Calendar. The Responsibilities Calendar will be updated annually as necessary to reflect changes in regulatory requirements, authoritative guidance, and evolving oversight practices. The most recently updated Responsibilities Calendar will be considered to be an addendum to this Charter.
 
 
2

 
 
The Committee relies on the expertise and knowledge of management, the internal auditors, and the independent auditor in carrying out its oversight responsibilities. Management of the Company is responsible for determining the Company's financial statements are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory internal control over financial reporting. The independent auditor is responsible for auditing the Company's financial statements and the effectiveness of the Company's internal control over financial reporting. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations or the Company's standards of business conduct, codes of ethics, internal policies, procedures, and controls.
 
Along Mobile Technologies, Inc. Audit Committee Responsibilities Calendar
 
RESPONSIBILITY
 
 
1.
The agenda for Committee meetings will be prepared in consultation between the Committee chair (with input from the Committee members), Finance management, the senior internal audit employee designated by the Committee to act as its direct liaison (the "Internal Audit Executive"), and the independent auditor.
 
This item will be discussed on a quarterly basis and as required by the Committee.
 
 
2.
Review and update the Audit Committee Charter and Responsibilities Calendar annually.
 
This item will be discussed in the fourth quarter of the Company.
 
 
3.
Complete an annual evaluation of the Committee’s performance.
 
This item will be discussed in the second quarter of the Company.
 
 
4.
Provide a report in the annual proxy that includes the Committee’s review and discussion of matters with management and the independent auditor.
 
This item will be discussed in the first quarter of the Company.
 
 
5.
Include a copy of the Committee charter as an appendix to the proxy statement at least once every three years.
 
This item will be discussed as required by the Committee.
 
 
6.
Appoint or replace the independent auditor and approve the terms on which the independent auditor is engaged for the ensuing fiscal year.
 
 
3

 
 
This item will be discussed in the first and fourth quarter of the Company.
 
 
7.
At least annually, evaluate the independent auditor's qualifications, performance, and independence, including that of the lead partner. The evaluation will include obtaining a written report from the independent auditor describing the firm's internal quality control procedures; any material issues raised by the most recent internal quality control review, or PCAOB review, of the firm or by any inquiry or investigation by governmental or professional authorities within the past five years, concerning an independent audit or audits carried out by the firm, and any steps taken to deal with those issues; and all relationships between the independent auditor and the Company.
 
This item will be discussed in the fourth quarter of the Company and as required by the Committee.
 
 
8.
Resolve any disagreements between management and the independent auditor about financial reporting.
 
This item will be discussed as required by the Committee.
 
 
9.
Establish and oversee a policy designating permissible services that the independent auditor may perform for the Company, providing for preapproval of those services by the Committee subject to the de minimis exceptions permitted under applicable rules, and quarterly review of any services approved by the designated member under the policy and the firm's non-audit services and related fees.
 
This item will be discussed in all four quarters of the Company and as required by the Committee.
 
 
10.
Review the responsibilities, functions, and performance of the Company's internal audit department.
 
This item will be discussed in the third quarter of the Company.
 
 
11.
Review and approve the appointment or change in the Internal Audit Executive.
 
This item will be discussed as required by the Committee.
 
 
12.
Ensure receipt from the independent auditor of a formal written statement delineating all relationships between the auditor and the company, consistent with Independence Standards Board Standard No. 1, and actively engage in a dialogue with the auditor about any disclosed relationships or services that may impact the objectivity and independence of the auditor, and take appropriate action to oversee the independence of the independent auditor.
 
This item will be discussed in the first quarter of the Company.
 
 
4

 
 
 
13.
Advise the Board about the Committee's determination whether the Committee consists of three or more members who are financially literate, including at least one member who has financial sophistication and is a financial expert.
 
This item will be discussed in the first quarter of the Company.
 
 
14.
Inquire of management, the Internal Audit Executive, and the independent auditor about significant risks or exposures, review the Company's policies for risk assessment and risk management, and assess the steps management has taken to control such risk to the Company.
 
This item will be discussed in the fourth quarter of the Company and as required by the Committee.
 
 
15.
Review with Finance management, the independent auditor, and the Internal Audit Executive the audit scope and plan, and coordination of audit efforts to ensure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent public accountants other than the appointed auditors of the Company.
 
This item will be discussed in the first and third quarter of the Company and as required by the Committee.
 
 
16.
Consider and review with Finance management, the independent auditor, and the Internal Audit Executive: