[] [AMENDED AND RESTATED 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 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1. Shareholder Approvals 2 Section 1.2. The Merger 2 Section 1.3. The Closing 3 Section 1.4. Effective Time 3 Section 1.5.] [REGISTRATION RIGHTS AGREEMENT Agreement Company Investor Investors This REGISTRATION RIGHTS AGREEMENT (this “ Merger Agreement Shares Common Stock WHEREAS, the Company has agreed, on the terms and subject to the conditions set forth in the Merger Agreement, dated the date hereof (the “ WHEREAS, each Investor has executed and delivered a Shareholder Agreement (as defined below). In consideration of the] [VisionChina Loan Agreement RMB LOAN AGREEMENT (MID/LONG-TERM) 2009 Zhen Zhong Yin Si Jie Zi No. 60691 Borrower: VisionChina Media Group Inc. Lender: Bank of China Shenzhen Branch Through negotiations on an equal footing the borrower and the lender mutually agree on and hereby enter into this Agreement in respect of the extension by the lender to the borrower of a] [VisionChina Digital — Guarantee Contract GUARANTEE CONTRACT 2009 Zhenzhongyinsibao 0315 No.: Guarantor: Shenzhen VisionChina Digital Company Limited Business License No.: 440301503227951 Legal Representative/Person-in-Charge: Li Limin Domicile: Room 201, Unit 6, Xiangsheli Garden, Nongyuan Road, Futian District Postcode: 518000 Bank and Account No.: Tel: 88318628 Fax: 88318628 Creditor: Bank of China Shenzhen Branch Legal Representative/Person-in-Charge: Wang Shaojun Domicile: International Finance Building,] [Subsidiaries, incorporated in the British Virgin Islands : • Aim Sky International Limited • Ahead Smart Holdings Limited • Century Port Limited • Digital Media Group Company Limited (BVI) • Golden Carriage International Limited • Goldwhite Limited • Peak Win Limited • Vision Best Limited Subsidiaries, incorporated in the PRC : • Beijing Eastlong Technology Development Co., Ltd. • China] [Certification by the Chief Executive Officer I, Limin Li, Chief Executive Officer of VisionChina Media Inc., certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Chief Financial Officer I, Scott Chen, Chief Financial Officer of VisionChina Media Inc., certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Limin Li Chief Executive Officer 1 EX-13.1 9 h04211exv13w1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Scott Chen Chief Financial Officer 1 EX-13.2 10 h04211exv13w2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-149316 on Form S-8 of our reports relating to the consolidated financial statements and the related financial statement schedule of VisionChina Media Inc. and its subsidiaries and variable interest entity (the “Company”) and the effectiveness of the Company’s internal control over financial]