0000950123-10-060252 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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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

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, 2009
Agreement 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

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