Charm Communications Inc. Sample Contracts

LIMITED GUARANTEE
Limited Guarantee • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York

LIMITED GUARANTEE, dated as of May 19, 2014 (this “Limited Guarantee”), by CMC Capital Partners, L.P. (the “Guarantor”) in favor of Charm Communications Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 9th, 2010 • Charm Communications Inc. • New York

This Indemnification Agreement (the “Agreement”) is entered into as of by and between Charm Communications Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).

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CONSORTIUM AGREEMENT
Consortium Agreement • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • Hong Kong

CONSORTIUM AGREEMENT, dated September 30, 2013 (this “Agreement”), among Mr. He Dang (the “Founder”), Merry Circle Trading Limited, a British Virgin Islands company owned by the Founder, Honour Idea Limited, a British Virgin Islands company controlled by the Founder (the foregoing two parties, the “Founder Shareholders” and, collectively with the Founder, the “Founder Parties”), and CMC Capital Partners HK Limited, a Hong Kong company, as advisor to funds managed and/or advised by it (“Sponsor”). Each of Sponsor and the Founder Parties is referred to herein as a “Consortium Member” and, collectively, the “Consortium.” Unless otherwise defined herein, capitalized terms are defined in Section 10.1 hereof.

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7,812,500 American Depositary Shares CHARM COMMUNICATIONS INC. Representing 15,625,000 Class A Ordinary Shares (par value US$0.0001 per share) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 27th, 2010 • Charm Communications Inc. • Services-advertising agencies • New York
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ROLLOVER AND SUPPORT AGREEMENT May 19, 2014
Rollover and Support Agreement • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York

This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among (1) Engadin Holdings Limited, a Cayman Islands exempted company (“Holdco”), (2) Engadin Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and (3) the shareholders of Charm Communications Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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DATED May 19, 2014 ENGADIN MERGER LIMITED as Borrower - and- BANK OF CHINA LIMITED, LONDON BRANCH as Lender US$60,000,000 LOAN FACILITY AGREEMENT
Loan Facility Agreement • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies
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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. Exclusive Agency Agreement...
Exclusive Agency Agreement • April 9th, 2010 • Charm Communications Inc.
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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. Dated 20 January 2010_...
Joint Venture Agreement • April 16th, 2010 • Charm Communications Inc. • Services-advertising agencies • Hong Kong

rights and interest in Beijing Vizeum to the Company. The Transfer of Vizeum Title is subject only to the approval by and registration with the relevant authorities in the PRC. Upon completion of the Transfer of Vizeum Title, Beijing Vizeum will become a direct wholly-owned subsidiary of the Company.

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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. SHARE SUBSCRIPTION AGREEMENT...
Share Subscription Agreement • April 16th, 2010 • Charm Communications Inc. • Services-advertising agencies • Hong Kong

NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:

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CHARM COMMUNICATIONS INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 9th, 2010 • Charm Communications Inc. • New York

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of 20 January 2010, by and among (i) Charm Communications Inc., a company incorporated and existing under the Laws of the Cayman Islands (the “Company”), (ii) Dang He, a PRC citizen with PRC passport number G38016389 (the “Founder”), (iii) Chaview Investments Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Chaview”), (iv) Aegis Media Pacific Ltd., a company incorporated and existing under the laws of England and Wales (“Aegis”), and (v) any other Persons who shall later become signatories to this Agreement (collectively with the Founder, Chaview and Aegis, the “Shareholders”).

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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. Shanghai Media Group 2010...
Advertisement Agency Agreement • April 9th, 2010 • Charm Communications Inc.

Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows:

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CHARM COMMUNICATIONS INC. AMENDMENT NO. 1 TO SHARE SUBSCRIPTION AGREEMENT
Share Subscription Agreement • April 9th, 2010 • Charm Communications Inc.

This Amendment to the Share Subscription Agreement, dated as of July 16, 2008 (the “Subscription Agreement”), by and among Charm Communications Inc., a Cayman Islands company (the “Company”), Dynasty Cayman Limited (“Dynasty”), Swift Rise International Limited (“Swift Rise,” and together with Dynasty, the “Investors”) and other parties listed on the signature page hereof, is made as of August 15, 2008 by and among the Company, the Investors and the other parties set for on the signature page hereof (this “Amendment”). Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Subscription Agreement.

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EQUITY COMMITMENT LETTER May 19, 2014
Equity Commitment Letter • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York

This letter agreement sets forth the commitment of CMC Capital Partners, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Engadin Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Charm Communications Inc. (the “Company”), Engadin Parent Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Engadin Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned Subsidiary of Parent

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Advertising Agency Agreement
Advertising Agency Agreement • April 26th, 2013 • Charm Communications Inc. • Services-advertising agencies

Based on friendly negotiation, Party A and Party B has agreed that Party B will be the exclusive advertising agency (excluding public-interest advertisements) for Party A’s sport channel (the “Sport Channel”) from June 1 2012 to December 31, 2014, and parties have reached the following agreements regarding the exclusive advertising agency (this “Agreement”):

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Form of Voting Rights Agreement
Voting Rights Agreement • April 9th, 2010 • Charm Communications Inc.

Party B: Nanning Jetlong Technology Co., Ltd. Registered address: Room 507, Floor 5, Maohong Building, No. 15 Chuangxin West Road, Nanning Legal Representative: Dang He

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Form of Trademark, Trade Name and Domain Name License Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity]
Trademark, Trade Name and Domain Name License Agreement • April 9th, 2010 • Charm Communications Inc.

This Trademark, Domain Name and Trade Name License Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:

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Form of Equity Pledge Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder]
Equity Pledge Agreement • April 9th, 2010 • Charm Communications Inc.

This Equity Pledge Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:

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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. Advertising Agency Agreement
Advertising Agency Agreement • May 3rd, 2011 • Charm Communications Inc. • Services-advertising agencies

WHEREAS, Party A owns all of the advertising operation rights of Tianjin TV Station Satellite TV Channel (“Tianjin Satellite TV”) and Party B is a professional advertising firm with a long history of cooperation with Tianjin TV Station; NOW THEREFORE, pursuant to the general principles below, upon friendly consultation, Party A and Party B hereby enter into this Agreement:

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Joint Filing Agreement
Joint Filing Agreement • February 14th, 2011 • Charm Communications 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 Class A Ordinary Shares, par value US$0.0001 per share, of Charm Communications 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.

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Advertising Agency Agreement
Advertising Agency Agreement • April 26th, 2013 • Charm Communications Inc. • Services-advertising agencies

NOW, THEREFORE, according to Contract Law of PRC, Advertisement Law of PRC and other rules in relevant laws and regulations, based on the principle of good faith, cooperation and mutual beneficial, in relation to Party B’s operation of the advertisement business on Party A’s Media in 2013, both parties have reached the following agreements:

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SECOND SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. (as “Company”) MR. DANG HE (as “Founder”) MOVIE-FORWARD LTD. (as “BVI Sub”) JETLONG TECHNOLOGY LIMITED (as “Marshall Sub”) CHARM HONG KONG LIMITED (as “HK Sub”) NANNING JETLONG...
Second Share Subscription Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong

NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:

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Form of Option and Cooperation Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder]
Option and Cooperation Agreement • April 9th, 2010 • Charm Communications Inc.

This Option and Cooperation Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:

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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. Shanghai Media Group
Advertising Agency Agreement • May 3rd, 2011 • Charm Communications Inc. • Services-advertising agencies

Having each been granted the opportunity to read this Agreement, Party A and Party B hereby expressly understand and acknowledge as follows:

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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. Shanghai Media Group 2009...
Advertisement Agency Agreement • April 9th, 2010 • Charm Communications Inc.

Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows:

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THIS DEED OF UNDERTAKING (the “Deed”) is dated December 26, 2013 and issued by: Dang He, with PRC ID card number. To Charm Communications Inc. (the “Company”). THIS DEED WITNESSES THAT:
Deed of Undertaking • May 15th, 2014 • Charm Communications Inc. • Services-advertising agencies
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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. SECOND AMENDED AND RESTATED...
Shareholder Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong

This SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of 20 January 2010 is made by and among Dang He, a PRC citizen with PRC passport No. G38016389 (the “Founder”), Merry Circle Trading Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Merry Circle”), Honour Idea Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Honour Idea”), Chaview Investments Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Chaview”), Aegis Media Pacific Ltd., a company incorporated and existing under the laws of England and Wales (“Aegis”) and Charm Communications Inc., a company established and existing under the Laws of the Cayman Islands (the “Company”).

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Form of Exclusive Technology Support Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity]
Exclusive Technology Support Agreement • April 9th, 2010 • Charm Communications Inc.

This Exclusive Technology Support Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:

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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. Shanghai Media Group...
Advertising Agency Agreement • April 9th, 2010 • Charm Communications Inc.
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SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. (as “Company”) MR. DANG HE (as “Founder”) MOVIE-FORWARD LTD. (as “BVI Sub”) JETLONG TECHNOLOGY LIMITED (as “Marshall Sub”) CHARM HONG KONG LIMITED (as “HK Sub”) NANNING JETLONG...
Share Subscription Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong

The Group Companies engage in the business of television advertising agency, media investment and consultancy, and branding and identity services in the PRC (the “Business”);

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Joint Filing Agreement
Joint Filing Agreement • February 14th, 2012 • Charm Communications 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 Class A Ordinary Shares, par value US$0.0001 per share, of Charm Communications 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.

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LIMITED GUARANTEE
Limited Guarantee • June 23rd, 2014 • Charm Communications Inc. • Services-advertising agencies • New York

LIMITED GUARANTEE, dated as of May 19, 2014 (this “Limited Guarantee”), by Merry Circle Trading Limited (“Merry Circle”) and Honour Idea Limited (“Honour Idea”, and each of Merry Circle and Honour Idea, a “Guarantor” and collectively, the “Guarantors” ) and Mr. He Dang (solely for the purposes of Section 5(c) and Section 6(b) hereof) (“Beneficial Owner”) in favor of Charm Communications Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).

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Joint Filing Agreement
Joint Filing Agreement • February 4th, 2013 • Charm Communications 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 Class A Ordinary Shares, par value US$0.0001 per share, of Charm Communications 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.

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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. DATED 20 January 2010 MEDIA...
Shareholders' Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong
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