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”).
TECHNOLOGY AND MANAGEMENT SERVICE AGREEMENT Between China Digital Technology Consulting (Shenzhen) Co., Ltd. And China Digital Mobile Television Co., Ltd.Technology and Management Service Agreement • 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”):
TECHNOLOGY AND MANAGEMENT SERVICE AGREEMENT Between China Digital Technology Consulting (Shenzhen) Co., Ltd. And China Digital Mobile Television Co., Ltd.Technology and Management Service Agreement • 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”):
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”):
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.
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):
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).
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 AgreementCooperation Agreement • November 9th, 2007 • Visionchina Media Inc.
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:
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”):
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):
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):
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT CDMTV HOLDING COMPANYShareholders Agreement • November 9th, 2007 • Visionchina Media Inc. • New York
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of March 9 2007 (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, a “Series B Investor”, and collectively, the “Series B Investors”), the Series A investors listed on Exhibit A(ii) attached hereto (each, a “Series A Investor,” collectively, the “Series A Investors,” and together with the Series B Investors, the “Investors”) and the individuals listed on Exhibit A(iii) attached hereto (the “Ordinary Shareholders”). The Company, the Investors and the Ordinary Shareholders are referred to herein collectively as “Parties” and individually as a “Party.”
SERIES B PREFERRED SHARE PURCHASE AGREEMENT CDMTV HOLDING COMPANYShare Purchase Agreement • November 9th, 2007 • Visionchina Media Inc. • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 9, 2007 (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 “Key Shareholders”), CDMTV Technology Co., Ltd., a limited liability company organized and existing under the Laws of the PRC (“WFOE”), and China Digital Mobile Television Co., Ltd., a limited liability company organized and existing under the Laws of the PRC (“CDMTV”).
AMENDMENT NO. 1 to the AMENDED AND RESTATED SHAREHOLDERS AGREEMENT VISIONCHINA MEDIA INC. DATED AS OF NOVEMBER 8, 2007Shareholder Agreement • November 9th, 2007 • Visionchina Media Inc. • New York
AMENDMENT NO. 1 (this “Amendment Agreement”) to the AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (as defined below) is entered into as of November 8, 2007, by and among VisionChina Media Inc. (formerly, CDMTV Holding Company) (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, and the shareholders set forth on the signature pages hereto. Unless otherwise specified herein, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Shareholders Agreement.
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 March 31, 2006, in Shenzhen, the People’s Republic of China (the “PRC”).
