[] [SECURITIES PURCHASE AGREEMENT dated as of December 30, 2010 by and among VisionChina Media Inc. Focus Media Holding Limited and The Other Investors Named Herein TABLE OF CONTENTS Page ARTICLE I Purchase; Purchase price; and Closings SECTION 1.1. Purchase 1 SECTION 1.2. Purchase Price 1 SECTION 1.3. Closing 2 ARTICLE II 4 13] [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 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 Defined Terms 1 Interpretation and Rules of Construction 5 ARTICLE II governance matters 5 Board of Directors 5 ARTICLE III RESTRICTIONS ON] [VISIONCHINA MEDIA INC. REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 1.1 Certain Definitions 1 SECTION 2 Registration 3 2.1 Registration 3 2.2 Expenses of Registration 5 6 2.4 Suspension of Sales 9 2.5 Termination of Registration Rights 9 2.6 Free Writing Prospectuses 9 2.7 Indemnification 9 2.8 Assignment of Registration Rights 10 2.9 Rule 144; Rule] [Certification by the Chief Executive Officer I, Limin Li, certify that: 1. I have reviewed this annual report on Form 20-F of VisionChina Media Inc.; 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] [Certification by the Principal Financial Officer I, Yan Wang, Senior Financial Controller (Principal Financial Officer), certify that: 1. I have reviewed this annual report on Form 20-F of VisionChina Media Inc.; 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] [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 7 h04773exv13w1.htm EX-13.1] [Certification by the Principal 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. Yan Wang Senior Financial Controller 1 EX-13.2 8 h04773exv13w2.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] []