0001104659-16-088841 Sample Contracts

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, 2011
Shareholder Agreement • January 8th, 2016 • Hedy Holding CO LTD • 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 “).

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JOINT FILING AGREEMENT
Joint Filing Agreement • January 8th, 2016 • Hedy Holding CO LTD • Services-advertising agencies

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

VISIONCHINA MEDIA INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 8th, 2016 • Hedy Holding CO LTD • 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 “).

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