VISIONCHINA MEDIA INC. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2007Deposit Agreement • November 9th, 2007 • Visionchina Media Inc. • New York
DEPOSIT AGREEMENT dated as of , 2007, among VISIONCHINA MEDIA INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2007 • Visionchina Media Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between VisionChina Media Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
SHAREHOLDERS AGREEMENT by and among FOCUS MEDIA HOLDING LIMITED JJ MEDIA INVESTMENT HOLDING LIMITED FRONT LEAD INVESTMENTS LIMITED LIMIN LI and VISIONCHINA MEDIA INC. as of January 13, 2011Shareholders Agreement • June 27th, 2011 • Visionchina Media Inc. • Services-advertising agencies • New York
THIS SHAREHOLDERS AGREEMENT, dated as of January 13, 2011 (this “Agreement”), is made by and among VISIONCHINA MEDIA INC., a company organized under the laws of the Cayman Islands (the “Company”), FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of the Cayman Islands (the “Focus Shareholder”), JJ MEDIA INVESTMENT HOLDING LIMITED, a company organized under the laws of the British Virgin Islands (the “JJ Media Shareholder”), FRONT LEAD INVESTMENTS LIMITED, a company organized under the laws of the British Virgin Islands (the “Existing Shareholder”), and Limin Li, an individual whose PRC ID no. is 440301610103081 (each a “Party” and collectively the “Parties”).
SECURITIES PURCHASE AGREEMENT dated as of December 30, 2010 by and among VisionChina Media Inc. Focus Media Holding Limited and The Other Investors Named HereinSecurities Purchase Agreement • June 27th, 2011 • Visionchina Media Inc. • Services-advertising agencies • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of December 30, 2010 (this “Agreement”), is made by and among VisionChina Media Inc., a Cayman Islands company, (the “Company”), Focus Media Holding Limited, a Cayman Islands company (the “Focus Investor”), and the Persons other than the Focus Investor whose names are listed in first column from the left of Schedule I hereto (the “Other Investors”, and each an “Other Investor”). The Focus Investor and the Other Investors are collectively referred to herein as the “Investors”, and each an “Investor”.
VISIONCHINA MEDIA INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2011 • Visionchina Media Inc. • Services-advertising agencies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of January, 2011 by and among VisionChina Media Inc., a Cayman Islands company (the “Company”), Focus Media Holding Limited (“Focus”), JJ Media Investment Holding Limited (“JJ Media”) and Front Lead Investments Limited (together with Focus and JJ Media, the “Shareholders”).
13,500,000 American Depositary Shares Each Representing one Common Share, Par Value $0.0001 Per Common Share VisionChina Media Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2007 • Visionchina Media Inc. • Services-advertising agencies • New York
TECHNOLOGY AND MANAGEMENT SERVICE AGREEMENT Between China Digital Technology Consulting (Shenzhen) Co., Ltd. And China Digital Mobile Television Co., Ltd.Technology and Management Service • November 9th, 2007 • Visionchina Media Inc.
This Technology and Management Service Agreement (this “Agreement”) is executed as of February 15, 2007 by and between the following parties in Shenzhen, the People’s Republic of China (the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan for the purpose of this Agreement):
Loan AgreementLoan Agreement • November 9th, 2007 • Visionchina Media Inc.
This Loan Agreement (“this Agreement”) is executed by and among the following parties as of March 31, 2006, in Shenzhen, the People’s Republic of China (“PRC”):
Joint Filing AgreementJoint Filing Agreement • February 14th, 2011 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
TECHNOLOGY AND MANAGEMENT SERVICE AGREEMENT Between China Digital Technology Consulting (Shenzhen) Co., Ltd. And China Digital Mobile Television Co., Ltd.Technology and Management Service • November 9th, 2007 • Visionchina Media Inc.
This Technology and Management Service Agreement (this “Agreement”) is executed as of March 31, 2006 by and between the following parties in Shenzhen, the People’s Republic of China (the “PRC”):
8,000,000 American Depositary Shares Each Representing One Common Share, Par Value $0.0001 Per Common Share VisionChina Media Inc. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2008 • Visionchina Media Inc. • Services-advertising agencies • New York
DOMAIN NAME LICENSE AGREEMENTDomain Name License Agreement • November 9th, 2007 • Visionchina Media Inc.
This Domain Name License Agreement (this “Agreement”) is executed by and between the following parties as of March 31, 2006, in Shenzhen, the People’s Republic of China (the “PRC”):
Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. Capital Increase Agreement by and among CCB International (Shenzhen) Investment Co., Ltd., Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd., and Five Existing Shareholders Dated: June 2016Capital Increase Agreement • September 20th, 2016 • Visionchina Media Inc. • Services-advertising agencies
THIS SHENZHEN QIANHAI VISIONCHINA MOBILE INTERACTIVE CO., LTD. CAPITAL INCREASE AGREEMENT (this “Agreement”), dated June 24 2016, is made in Shenzhen Guangtong by and among the following parties:
Joint Filing AgreementJoint Filing Agreement • February 13th, 2009 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 9th, 2007 • Visionchina Media Inc. • New York
In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion, including without limitation, copies of the documents set out in Schedule I.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2010 • Visionchina Media Inc. • Services-advertising agencies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 2009 is by and among VisionChina Media Inc., a company organized under the laws of the Cayman Islands (the “Company”), and the investor signatories hereto (each, an “Investor” and together, the “Investors”).
VisionChina Loan Agreement RMB LOAN AGREEMENT (MID/LONG-TERM)Loan Agreement • June 23rd, 2010 • Visionchina Media Inc. • Services-advertising agencies
Borrower: VisionChina Media Group Inc. Business License No.: 4403011102944491 Legal Representative/Person-in-Charge: Li Limin Domicile: Ground Floor, Unit 7, Xiangsheli Garden, Nongyuan Road, Futian District Postcode: 518000 Bank and Account No.: Tel: 88318628 Fax: 88318628
SHAREHOLDERS AGREEMENTShareholders Agreement • November 9th, 2007 • Visionchina Media Inc. • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 12, 2006 (the “Effective Date”), by and among CDMTV Holding Company, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”), the investors listed on Exhibit A(i) attached hereto (each, an “Investor”, and collectively, the “Investors”), the individuals listed on Exhibit A(ii) attached hereto (the “Ordinary Shareholders”). The Company, the Investors and the Ordinary Shareholders are referred to herein as “Parties” collectively and a “Party” individually.
Equity Pledge AgreementEquity Pledge Agreement • November 9th, 2007 • Visionchina Media Inc.
This Equity Pledge Agreement (“this Agreement”) is executed by and among the following parties as of February 15, 2007, in Shenzhen, the People's Republic of China (the “PRC”, excluding for the purpose of this Agreement, the special administrative regions of Hong Kong, Macau and Taiwan):
Shareholders Agreement by and among Beijing Baidu Network Information Technology Co., Ltd.,Shareholders Agreement • September 20th, 2016 • Visionchina Media Inc. • Services-advertising agencies
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of May 20, 2015 (the “Execution Date”), is made in Shenzhen, PRC by and among the following parties:
Joint Filing AgreementJoint Filing Agreement • February 10th, 2010 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • February 13th, 2009 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
LIANG YANQING and CHINA DIGITAL TECHNOLOGY CONSULTING (SHENZHEN) CO., LTD OPTION AGREEMENT In respect of Transfer the Equity Interest in China Digital Mobile Television Co., LtdOption Agreement • November 9th, 2007 • Visionchina Media Inc.
This Option Agreement (“this Agreement”) is executed between and by the following parties as of February 15, 2007, in Shenzhen, the People’s Republic of China (the “PRC”, excluding for the purpose of this Agreement, the special administrative regions of Hong Kong, Macau and Taiwan).
Supplementary Agreement to Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. Capital Increase Agreement by and among CCB International (Shenzhen) Investment Co., Ltd., VisionChina Media Group Co., Ltd., Shenzhen Champ Elysee Venture Capital...Capital Increase Agreement • September 20th, 2016 • Visionchina Media Inc. • Services-advertising agencies
THIS SUPPLEMENTARY AGREEMENT TO SHENZHEN QIANHAI VISIONCHINA MOBILE INTERACTIVE CO., LTD. CAPITAL INCREASE AGREEMENT (this “Agreement”), dated June 24 2016, is made in Shenzhen, China by and among the following parties:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among VISIONCHINA MEDIA INC. VISION BEST LIMITED DIGITAL VALUE HOLDINGS LIMITED DIGITAL MEDIA GROUP COMPANY LIMITED and THE SHAREHOLDER REPRESENTATIVE Dated as of November 16, 2009Agreement and Plan of Merger • June 23rd, 2010 • Visionchina Media Inc. • Services-advertising agencies • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of November 16, 2009, among VisionChina Media Inc., a company organized under the laws of the Cayman Islands (“VisionChina”), Vision Best Limited, a company organized under the laws of the British Virgin Islands (the “BVI”) and an indirect wholly-owned subsidiary of VisionChina (“Vision Best”), Digital Value Holdings Limited, a company organized under the laws of the BVI and an direct wholly-owned subsidiary of Vision Best (“Digital Value”), Digital Media Group Company Limited, a company organized under the laws of the BVI (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Shareholder Representative”), solely in its capacity as the Shareholder Representative, and amends and restated that prior Agreement and Plan of Merger, dated as of October 15, 2009, among VisionChina, Vision Best, Digital Value and the Company (the “Prior Agreem
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Cooperation AgreementVisionchina Media Inc. • November 9th, 2007
Whereas Parties entered into a “Letter of Intent on Cooperation of the Project of Beijing Bus Mobile Television” (“Letter of Intent”) on September 14, 2006, Parties hereby agree on matters relating to the business of the Joint Venture before its establishment as follows:
Agreement on the Make-Up Payments for the Forecasted Profits of Shenzhen VisionChina New Culture Media Co., Ltd. Between Shenzhen Ledman Optoelectronic Co., Ltd. and VisionChina Media Group Co., Ltd. Dated: August 2016Visionchina Media Inc. • September 20th, 2016 • Services-advertising agencies
THIS AGREEMENT ON THE MAKE-UP PAYEMNTS FOR THE FORECASTED PROFITS OF SHENZHEN VISIONCHINA NEW CULTURE MEDIA CO., LTD (this “Agreement”), dated August 19, 2016, is made in Shenzhen by and between:
Joint Filing AgreementJoint Filing Agreement • February 14th, 2011 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Equity Pledge AgreementEquity Pledge Agreement • November 9th, 2007 • Visionchina Media Inc.
This Equity Pledge Agreement (“this Agreement”) is executed by and among the following parties as of March 31, 2006, in Shenzhen, the People's Republic of China (the “PRC”):
Joint Filing AgreementJoint Filing Agreement • February 10th, 2010 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Agreement on the Transfer of 49% Interest in Shenzhen VisionChina New Culture Media Co., Ltd. Between Shenzhen Ledman Optoelectronic Co., Ltd. and VisionChina Media Group Co., Ltd. Dated: August 2016Agreement • September 20th, 2016 • Visionchina Media Inc. • Services-advertising agencies
THIS AGREEMENT ON THE TRANSFER OF 49% INTEREST IN SHENZHEN VISION CHINA NEW CULTURE MEDIA CO., LTD (this “Agreement”), dated August 19, 2016, is made in Shenzhen by and between:
DOMAIN NAME LICENSE AGREEMENTDomain Name License Agreement • November 9th, 2007 • Visionchina Media Inc.
This Domain Name License Agreement (this “Agreement”) is executed by and between the following parties as of February 15, 2007, in Shenzhen, the People’s Republic of China (the “PRC”, excluding, for the purpose of this Agreement, the special administrative regions of Hong Kong, Macau and Taiwan):
Joint Filing AgreementJoint Filing Agreement • January 22nd, 2013 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Loan AgreementLoan Agreement • November 9th, 2007 • Visionchina Media Inc.
This Loan Agreement (“this Agreement”) is executed by and among the following parties as of February 15, 2007, in Shenzhen, the People’s Republic of China (“PRC”, excluding for the purpose of this Agreement, the special administrative regions of Hong Kong, Macau and Taiwan):
Joint Filing AgreementJoint Filing Agreement • February 14th, 2012 • Visionchina Media Inc. • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value US$0.0001 per share, of VisionChina Media Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
