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[] [TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing in my name in the CHARM COMMUNICATIONS INC. undertaking called To hold the same unto the Transferee Dated Signed by the Transferor in the presence of: Witness Transferor EX-4.2 2 h03022a1exv4w2.htm EX-4.2] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1 (g) Deposited Securities 1] [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] [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] [[LETTERHEAD OF MAPLES AND CALDER] Our ref VZL\639663\3807654v4 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com th Charm Communications Inc. 16 April 2010 Dear Sirs Charm Communications Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Charm Communications Inc. (the “ Issued Shares The Registration Statement also relates to the offering by the selling shareholders] [[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP] April 16, 2010 Charm Communications Inc. Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of] [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 16, 2010, relating to the consolidated financial statements of Charm Communications Inc. as of December 31, 2008 and 2009 and for each of] [Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, To: Charm Communications Inc. April 16, 2010 Dear Sir or Madam: PRC Company Charm We are qualified lawyers of the People’s Republic of China (the “ Offering ADSs Shares Listing and Trading Registration Statement Commission In connection with the initial public offering (the “ In rendering this opinion, we]