[] [COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHARM COMMUNICATIONS INC. (Amended and Restated by a Special Resolution passed on 20 January 2010) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHARM COMMUNICATIONS INC. (Amended and Restated by a Special Resolution passed on 20 January 2010) 1. Company The name of the] [Execution Version SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. MR. DANG HE MOVIE-FORWARD LTD. JETLONG TECHNOLOGY LIMITED CHARM HONG KONG LIMITED NANNING JETLONG TECHNOLOGY CO., LTD. EACH OF THE PERSONS LISTED ON SCHEDULE 1 HERETO DYNASTY CAYMAN LIMITED and SWIFT RISE INTERNATIONAL LIMITED (as “Investors”) Dated as of July 16, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS] [CHARM COMMUNICATIONS INC. AMENDMENT NO. 1 TO SHARE SUBSCRIPTION AGREEMENT Subscription Agreement Company Dynasty Swift Rise Investors Amendment This Amendment to the Share Subscription Agreement, dated as of July 16, 2008 (the “ WHEREAS Series A Preferred Shares WHEREAS Chaview Second Subscription Agreement WHEREAS NOW, THEREFORE Amendment 1. Section 2.4 Adjustment Shares “ -1- 2008 Net Income and non-recurring expenses] [SECOND SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. MR. DANG HE MOVIE-FORWARD LTD. JETLONG TECHNOLOGY LIMITED CHARM HONG KONG LIMITED NANNING JETLONG TECHNOLOGY CO., LTD. EACH OF THE PERSONS LISTED ON SCHEDULE 1 HERETO QINGHAI CHARM YOUSHI CULTURE CO., LTD. and CHAVIEW INVESTMENTS LIMITED Dated as of August 15, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2] [SHARE SUBSCRIPTION AGREEMENT by and among MR. DANG HE MERRY CIRCLE TRADING LIMITED CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Additional Definitions 11 1.3 Construction 12 ARTICLE II SUBSCRIPTION OF SHARES 13 2.1 Subscription of Shares 13 2.2 Closing 13 15] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among DANG HE MERRY CIRCLE TRADING LIMITED HONOUR IDEA LIMITED AEGIS MEDIA PACIFIC LTD. CHAVIEW INVESTMENTS LIMITED and CHARM COMMUNICATIONS INC. Dated as of 20 January 2010 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 5 1.1 Definitions 5 1.2 Additional Definitions 10 1.3 Construction 12 12 2.1] [CHARM COMMUNICATIONS INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 20 January 2010 Agreement Company Founder Chaview Aegis Shareholders THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “ RECITALS (A) Dynasty Swift Rise First Subscription Agreement The Company, the Founder, Dynasty Cayman Limited (“ (B) Second Subscription Agreement Amended and Restated Registration Rights Agreemen The Company, the Founder, Chaview] [Dated 20 January 2010_ POSTERSCOPE ADVERTISING LIMITED and AEGIS MEDIA PACIFIC LTD. and MEDIA PORT HOLDINGS LIMITED and CHARM COMMUNICATIONS INC. and POSTERSCOPE (HONG KONG) LIMITED Joint Venture Agreement regarding Posterscope (Hong Kong) Limited and (Beijing Vizeum Advertising Co. Ltd.) TABLE OF CONTENT Clause Page 1. DEFINITIONS AND INTERPRETATION 5 2. ACQUISITION OF BENEFICIAL INTEREST 9 3. ACQUISITION OF TITLE] [DATED 20 January 2010 MEDIA PORT HOLDINGS LIMITED and POSTERSCOPE ADVERTISING LIMITED and POSTERSCOPE (HONG KONG) LIMITED and CHARM COMMUNICATIONS INC. and AEGIS MEDIA PACIFIC LTD. SHAREHOLDERS’ AGREEMENT TABLE OF CONTENT Clause Page 1. INTERPRETATION 2 2. CORPORATE GOVERNANCE MATTERS 9 3. MINORITY PROTECTION 19 4. PROTECTION OF PARTIES’ INTERESTS 21 5. TRANSFER OF SHARES 24 6. FIRST CALL OPTION] [CHARM COMMUNICATIONS INC. Purpose of the Plan 1. The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [Shanghai Media Group Contract No. 2008-B005 Party A: Shanghai Media Group and Advertising Management Center of Shanghai Media Group (“Party A”) Party B: Shanghai Haobangyang Advertising Co., Ltd. (“Party B”) Whereas, This contract indicates to Party A and Party B and both parties explicitly understand and confirm that: 3. Both parties are willing to cooperate friendly and explore TV advertising] [Shanghai Media Group No.: 2009-W014 Party A: Shanghai Media Group; Shanghai Media Group Advertisement Operation Center (“Party A”) Party B: Beijing Shidai Charm Advertising Company Limited (“Party B”) WHEREAS: Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows: 3. The Parties share the common wish of engaging] [Exclusive Agency Agreement Party A: Tianjin Television Station Party B: Qinghai Charm Advertising Co., Ltd. General Principles 1. Party A and Party B enter into this Contract for the purpose of fostering an ever stronger Tianjin Satellite TV and achieving win-win results during the course of development. All detailed provisions governing this cooperation are being entered into by Party A] [Shanghai Media Group No.: W2010013 Party A: Shanghai Media Group; Shanghai Media Group Advertisement Operation Center (“Party A”) Party B: Qinghai Charm Advertising Company Limited (“Party B”) WHEREAS: Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows: 3. Party A conducted a public tendering in connection with] [Exclusive Agency Agreement Party A: Tianjin Television Station Party B: Qinghai Charm Advertising Co., Ltd. General Principles 1. Party A and Party B enter into this Contract for the purpose of fostering an ever stronger Tianjin Satellite TV and achieving win-win results during the course of development. All detailed provisions governing this cooperation are being entered into by Party A] [Form of Exclusive Technology Support Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity] 1 Form of Exclusive Technology Support Agreement 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: Licensor: Nanning Jetlong Technology Co., Ltd. Licensee: [Affiliated Consolidated Entity] In] [Form of Trademark, Trade Name and Domain Name License Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity] 1 Form of Trademark, Domain Name and Trade Name License Agreement 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] [Form of Option and Cooperation Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder] 1 Form of Option and Cooperation Agreement 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: Transferor: [Nominee Shareholder] (ID No.: ) Nationality: PRC [Nominee] [Form of Voting Rights Agreement This Agreement is entered into on _________ in Beijing by the following parties: Party A: [Nominee Shareholder] ID No.: Party B: Nanning Jetlong Technology Co., Ltd. Target Company: [Affiliated Consolidated Entity] Whereas: (1) Party A is a legal citizen of the People’s Republic of China (the “PRC”) and currently legally holds ___% of equity interest] [Form of Equity Pledge Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder] 1 Form of Equity Pledge Agreement 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: Pledgor: [Nominee Shareholder] (ID No.: Nationality: PRC Pledgee: Nanning Jetlong Technology Co.,] [ACT THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ CHARM COMMUNICATIONS INC. PROMISSORY NOTE US$19,560,000 January 20, 2010 Company Aegis Share Subscription Agreement WHEREAS, Charm Communications Inc., a company established and existing under the laws of the Cayman Islands with its registered office situated at P.O. Box] [April 9, 2010 Ladies and Gentlemen: Beijing, People’s Republic of China EX-16.1 24 h03022exv16w1.htm EX-16.1] [Wholly Owned Subsidiaries • Movie-Forward Ltd. (incorporated in the British Virgin Islands) • Charm Hong Kong Limited (incorporated in Hong Kong) • Nanning Jetlong Technology Co., Ltd. (incorporated in the PRC) • Media Port Holdings Ltd. (incorporated in the British Virgin Islands) Partially Owned Subsidiaries • Posterscope (Hong Kong) Limited (incorporated in Hong Kong) • Beijing Vizeum Advertising Co., Ltd.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated February 11, 2010, except for Note 21, as to which the date is April 9, 2010, relating to the consolidated financial statements of Charm Communications Inc. as of December 31, 2008 and 2009 and for each of] [Leading / Thinking / Performing April 9, 2010 The Board of Directors Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-23.5 27 h03022exv23w5.htm EX-23.5] [PRIVATE & CONFIDENTIAL To: Charm Communications Inc. With a copy to: CREDIT SUISSE (HONGKONG) LIMITED Re: Consent to References to CTR Market Research’s Report on China’s television advertising market Madam/Sirs: Proposed IPO), In connection with your proposed initial public offering in the U.S. (the CTR Market Research Yours faithfully, Tian Tao Vice President 2010.3.28 EX-23.6 28 h03022exv23w6.htm EX-23.6] [CHARM COMMUNICATIONS INC. CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose Company Code Charm Communications Inc. (collectively the “ This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; SEC (iii) compliance with applicable governmental laws, rules and regulations;]