Exhibit 4.29


 





 



 


Capital
Increase Agreement


 


by and among


 


Beijing Baidu Network Information Technology
Co., Ltd.,


 


Guangdong Zhongke Baiyun New Industry Venture
Investment Co., Ltd.,


 


Dongguan Zhongke Zhongguang Venture Investment
Co., Ltd.,


 


Shenzhen Qianhai VisionChina Mobile Interactive
Co., Ltd.,


 


VisionChina Media Group Co., Ltd.,


 


Shenzhen High Definition Digital Television
Industry Investment Co., Ltd.,


 


Shenzhen Champ Elysee Venture Capital Management
Co., Ltd.,


 


and


 


Li Limin


 


Relating to


 


Shenzhen Qianhai VisionChina Mobile Interactive
Co., Ltd.


 


dated May 20,2015


 





 



 




     


     


    

 


TABLE OF CONTENT


 





	Article I DEFINITION	2
	 	 	 
	Section 1.1.	Definition of Terms	2
	 	 	 
	Section 1.2.	Other Definitions	5
	 	 	 
	Section 1.3.	Interpretation and Rules of Interpretation	6
	 	 	 
	Article II Capital Increase and Contribution	6
	 	 	 
	Section 2.1.	Capital Increase and Contribution	6
	 	 	 
	Section 2.2.	Consideration for Capital Increase	7
	 	 	 
	Section 2.3.	Payment of Investor Capital Increase Subscription Price	8
	 	 	 
	Section 2.4.	Closing	8
	 	 	 
	Section 2.5.	Capital Verification	8
	 	 	 
	Section 2.6.	Use of Increased Capital	9
	 	 	 
	Article III Representations and Warranties of the Company and Guarantors	9
	 	 	 
	Article IV Representations and Warranties of Investors	9
	 	 	 
	Article V Conditions Precedent to Closing	9
	 	 	 
	Section 5.1.	Conditions to Closing of the Company and Existing Shareholders	10
	 	 	 
	Section 5.2.	Conditions to Closing of Investors	10
	 	 	 
	Article VI Post-Closing Covenants	12
	 	 	 
	Section 6.1.	Post-Closing Covenants	12
	 	 	 
	Article VII Special Provisions	15
	 	 	 
	Section 7.1.	Pre-Closing Business Operation	15
	 	 	 
	Section 7.2.	Notice of Development	16
	 	 	 
	Section 7.3.	Exclusive Period	16
	 	 	 
	Section 7.4.	Further Actions	17
	 	 	 
	Article VIII Expenses and Burden of Tax	17
	 	 	 
	Article IX Breach of Contract and Indemnification	17
	 	 	 
	Section 9.1.	Breach of Contract and Early Termination	17
	 	 	 
	Section 9.2.	Liabilities of the Company and Guarantors for Damages	18
	 	 	 
	Section 9.3.	Joint Liabilities of Guarantors	19
	 	 	 
	Section 9.4.	Other Legal Remedies	19
	 	 	 
	Article X Termination	19




 




     


     


    

 





	Section 10.1.	Termination	19
	 	 	 
	Section 10.2.	Effect of Termination	20
	 	 	 
	Article XI Confidentiality	20
	 	 	 
	Section 11.1.	Confidential Information	20
	 	 	 
	Section 11.2.	Obligation of Confidentiality	20
	 	 	 
	Section 11.3.	Exempted Disclosure	21
	 	 	 
	Section 11.4.	Term of Confidentiality	21
	 	 	 
	Article XII Governing Law and Dispute Resolution	21
	 	 	 
	Section 12.1.	Governing Law	21
	 	 	 
	Section 12.2.	Dispute Resolution	21
	 	 	 
	Article XIII Effectiveness	22
	 	 	 
	Article XIV General Provisions	22
	 	 	 
	Section 14.1.	Notice	22
	 	 	 
	Section 14.2.	Announcement	24
	 	 	 
	Section 14.3.	Severability	24
	 	 	 
	Section 14.4.	Entire Agreement	24
	 	 	 
	Section 14.5.	Waiver	24
	 	 	 
	Section 14.6.	Amendment	24
	 	 	 
	Section 14.7.	Assignment and Succession	25
	 	 	 
	Section 14.8.	No Third Party Beneficiary	25
	 	 	 
	Section 14.9.	Language	25
	 	 	 
	Section 14.10.	Counterpart	25




 


	Appendices and Schedules
	 	 
	Appendix A	Representations and Warranties of the Company and Guarantors
	Appendix B	Representations and Warranties of Guarantors
	Appendix C	Representations and Warranties of Investors
	Schedule 1	Form Shareholders’ Agreement
	Schedule 2	Form Articles of Association
	Schedule 3	List of Key Employees
	Schedule 4	Form Certification Letter of Capital Contribution
	Schedule 5	Business Cooperation Agreement
	Schedule 6	List of Business Contracts to Be Assigned
	Schedule 7	List of Business Contracts to Go through Execution Procedure
	Schedule 8	List of Equipment


 




     


     


    

 


This Capital Increase Agreement (the “Agreement”)
dated May 20, 2015 (“Execution Date”), entered into by and among the following parties in Shenzhen City, the
People’s Republic of China:


 


		A.	Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. (the “Company”), a limited liability company
incorporated under the laws of the PRC, with its registered address at Suite 201, Block A, 1 Qianhai Bay 1st Road, Shenzhen-Hong
Kong Cooperation Zone, Shenzhen (residing at the office of Shenzhen City Qianhai Business Secretaries Co., Ltd. (深圳市前海商务秘书有限公司).);



 


		B.	Beijing Baidu Network Information Technology Co., Ltd. (北京百度网讯科技有限公司)
(“Baidu”), a limited liability company
incorporated under the laws of the PRC, with its registered address at 2/F Baidu Building, Shangdi 10th Street, Haidian
District, Beijing;



 


		C.	Guangdong Zhongke Baiyun New Industry Venture Investment Co., Ltd. (“Zhongke Baiyun”), a limited
liability company incorporated under the laws of the PRC, with its registered address at Rooms 505-2, Yuanxi Building No 1, Guangdong
Pharmaceutical University, 280 Waihuan Dong Road, Xiaoguwei Street, Panyu District, Guangzhou;



 


		D.	Dongguan Zhongke Zhongguang Venture Investment Co., Ltd. (“Zhongke Dongguan”, together with “Zhongke
Baiyun”, “Zhongguang Investment”; together with Baidu and Zhongke Baiyun, the “Investors”),
a limited liability company incorporated under the laws of the PRC, with its registered address at Suite 02, 17/F, Hongfa Building,
6 Huizhanbei Road, Nancheng District, Dongguan;



 


		E.	VisionChina Media Group Co., Ltd. (“VisionChina Media”), a limited liability company incorporated under
the laws of the PRC, with its registered address at 1/F #7, Champs Elysees, Nongyuan Road, Futian District, Shenzhen; 8/F Futian
Culture & Sports Industry Headquarters Place, 3030 Fuqiang Road, Futian District, Shenzhen;



 


		F.	Shenzhen High Definition Digital Television Industry Investment Co., Ltd. (深圳市高清数字电视产业投资有限公司)
(“Shenzhen HD”), a limited liability company incorporated under the laws of the PRC, with its registered address
at Room 202A, #6, Champs Elysees, Nongyuan Road, Futian District, Shenzhen;



 


		G.	Shenzhen Champ Elysee Venture Capital Management Co., Ltd. (“Shenzhen ChampsElysee”, together with VisionChina
Media and Shenzhen HD, the “Existing Shareholders”, each an “Existing Shareholder”), with
its registered address at Room 102A, #6, Champs Elysees, Nongyuan Road, Futian District, Shenzhen;



 


		H.	Li Limin, a PRC citizen, with his ID number 440301196101030818 (together
with Existing Shareholders, the “Guarantors”, each a “Guarantor”)



 


(The Company, the Investor, Existing Shareholders
and Li Limin, are hereinafter referred to as the Parties, and each is referred to as a “Party”.)


 




    1


     


    

 


WITNESSTH


 


WHEREAS the Company is a limited liability company
incorporated and existing under the laws of the PRC, with its existing registered capital at RMB50,000,000 and paid-in capital
at RMB50,000,000, and VisionChina Media holds 51% of the Company’s equity, and Shenzhen HD holds 29% and Shenzhen ChampsElysee
holds 20% of the Company’s equity, respectively;


 


WHEREAS the Company’s main business is
to operate music and entertainment products, game products (including issuance of virtual money for online game), animation products
and other internet value-added business (the “Business”) by way of internet, based on public transportation
wireless local area network, and the Company desires to bring in Investors to further promote development of the Company’s
Business, and the Investors desire to invest in the Company; and


 


WHEREAS the Parties are willing to increase
the Company’s registered capital on the terms and conditions set forth herein (“Capital Increase”);


 


NOW THEREFORE, in consideration of the above
premises and on the basis of the mutual agreement and covenants set forth herein below, the Parties hereby agree as follows:


 


Article
 


 


DEFINITION


 


Section 1.1.          Definition
of Terms


 


In this Agreement, in addition to the terms defined
in the body text of this Agreement, the following terms shall have the meanings specified as follows.


 


“Transaction” refers to the
Capital Increase to be carried out by the Parties in accordance with the Transaction Documents.


 


“Affiliate” includes Affiliated
Company and Affiliated Person. Under any of the following circumstances, any entity shall be deemed to be an Affiliated Company
or Affiliated Person of a Party to this Agreement: (i) such entity directly or indirectly Controls, or is Controlled by, or is
under common Control with, such Party; or (ii) thirty percent (30%) or more of the registered capital, voting rights, equity interest
or decision-making rights of such entity is directly or indirectly held by such Party and vice versa; or (iii) such Party directs,
influences or defines the orientations of such entity’s decisions, development, management and policies, whether by contract,
through its seats at the board or otherwise, and vice versa; or (iv) an Affiliated Person of such Party serves as director, partner,
shareholder or officer of such entity; “Affiliated Person” means a close family member of an individual and includes
such individual’s parents, spouse, siblings, spouses of his/her siblings, adult children and spouses of his/her adult children.


 


“Control”, with respect to
the relationship between or among two or more Persons, means the possession of the rights to direct, or cause the direction of,
the business, affairs, management and decisions of a Person, directly or indirectly, or as a trustee or executor, whether through
the ownership of equity interest, voting rights or voting securities, as a trustee or executor, or by contract, scheme of arrangement,
trust arrangement or otherwise.


 




    2


     


    

 


“Business Day” means a day
on which banks are open for business to the public in the PRC, excluding Saturday, Sunday and statutory holidays.


 


“Laws and Regulations” means
any law, statute, regulation, rule, detailed rules, ordinance, decree or normative documents of the PRC or other applicable jurisdiction.


 


“Certification Letter of Capital Contribution”
refers to the certification letter of capital contribution in the form attached hereto as Schedule 4.


 


“Transaction Documents” refer
to this Agreement, the Shareholders’ Agreement, Articles of Association and such other legal documents related to Capital
Increase as specified herein.


 


“Shareholders’ Agreement”
refers to the shareholders’ agreement entered into by and among the Company, Existing Shareholders, Li Limin and Investors
prior to the Closing, in the form and substance attached hereto as Schedule 1.


 


“Person” means any individual,
partnership, corporation, limited liability company, joint-stock company, association, trust, cooperative organization, unincorporated
organization or other lawful entities.


 


“Encumbrance” refers to any
security interest, pledge, mortgage, lien (including but not limited to right of rescission and right of subrogation), lease, license,
burden of debt, preferential arrangement, restrictive covenant, condition or restriction of any type, including but not limited
to any restriction on using, voting, transferring, receiving benefit from or otherwise exercising any right and interest of ownership.


 


“Liabilities” refer to any
and all indebtedness, liabilities and obligations, whether in aggregate or at a specific amount, absolute or contingent, due or
undue, liquidated or unliquidated, including but not limited to any debt, liability or obligation arising from any Laws and Regulations,
Demand or Government Order or incurred in connection with any contract, agreement, arrangement, deed or covenant.


 


“Key Employees” refer to the
Company’s key employees as listed in Schedule 3 attached hereto.


 


“Accounting Standard” refers
to any financial- or accounting-related Laws and Regulations, policy, ordinance, prescription, rules and system promulgated by
any PRC Government Authority.


 


“Employment Contract, Confidentiality
Agreement, IP Transfer Agreement and Non-Compete Agreement” refer to the employment contract, confidentiality
agreement, intellectual property transfer agreement and non-compete agreement entered into between the Company and each Key Employee
in such form and substance as agreed to by Investors.


 


“Claim” means any litigation,
complaint, petition, appeal, request for arbitration, request, claim, notice of breach, investigation, settlement award and resolution
agreement.


 




    3


     


    

 


“IP” includes patent, patent
application, invention, utility model, design, registered trademark, trademark application, unregistered mark, service mark, registered
design, unregistered design right, copyright, technical drawings, trade name, database right, internet domain name, brand name,
computer software program and system, know-how, goodwill, business secret (including but not limited to manufacture and production
process and know-how, research and development information, technology, drawings, design, plan, technical data, financials, marketing
and business data, pricing and cost information, business and marketing plan, client and supplier list and information, and other
confidential or proprietary information), confidential information and other industrial or business intellectual properties (whether
registered or not, and whether registerable or not), and all application documents for any foregoing registration or protection.


 


“Tax” or “Taxes”
means any and all taxes, charges, levies, duty, custom duty and other expenses imposed by any government or tax authority (in conjunction
with any and all interest, penalty, surtax and additional charge), including but not limited to: tax and other charges imposed
in connection with income, franchise, contingent income or other profit, gross income, property, sales, use, wages, retention,
social security, unemployment compensation; any tax or other charges that are in nature of consumption tax, withholding tax, transfer
tax, value-added tax or business tax; license, registration and documentation fees; and custom duty, duty and similar charges.


 


“Demand” refers to any claim,
lawsuit, complaint, arbitration, inquiry, investigation and other legal proceedings initiated by or submitted before any Government
Authority.


 


“Business License” refers to
the new business license of the Company to be issued by administration of industry and commerce upon completion of Capital Increase.


 


“Articles of Association” refers
to the new articles of association of the Company entered into by and among Existing Shareholders and Investors, reflecting this
Transaction, in the form and substance attached hereto as Schedule 2.


 


“Indebtedness” means, with
respect to any Person, all of such Person’s obligations to make payment, including but not limited to: (i) any repayable
amount borrowed or raised, (ii) acceptance credit, documentary letter of credit, commercial paper facility, (iii) any bond, note,
loan, draft, or similar receipt, (iv) any deferred payment for purchase of asset or service, any payable amount to perform contractual
obligations, any penalty for breach of contract, (v) any payment of rent under such lease (whether in relation to land, machinery,
equipment or other item) entered into for the purpose of raising fund or financing purchase or lease of asset, (vi) guarantee,
letter of guaranty, standby letter of credit or other document issued for performance of contract, and (vii) any mortgage, guarantee
or other security for financial damages in connection with any Person’s obligation.


 


“Government Authority” means
any competent central or local government, regulatory or administrative agency, department or commission or any court, tribunal
or judicial or arbitration forum of the PRC or any jurisdiction outside the PRC.


 


“Government Order” means any
order, judgement, injunction, ruling, regulation, decision or ruling made by or in conjunction with any Government Authority.


 




    4


     


    

 


“Material Adverse Effect” means
any of the following circumstances, changes or effects involving the Business or the Company: such circumstance, change or effect
(i) has or may be sufficiently proven to have a material adverse effect on the existence, Business, assets, IPs, Liabilities (including
but not limited to contingent liabilities), business performance or financial condition of the Company, which would result in a
loss of the Company and/or the Company’s assets exceeding 15% of its net assets value, or the Company’s net profits
for the current year being lower than the total net profits as forecasted by the Guarantors for the current year by 15%; or (ii)
has or may be sufficiently proven to have a material adverse effect on the qualifications, licenses or capabilities required for
the Company to conduct the Business as currently conducted.


 


“Material Contracts” refer
to all such contracts, agreements, memoranda, letters of intent or other legal documents, whether or not entered into in the ordinary
course of business, that are important for the Company’s existence, development, finance or business or materially restrict
the Company or the absence of which may have Material Adverse Effect on the Company’s existence, development, finance or
business, including but not limited to: (i) any contract of an amount exceeding RMB500,000, (ii) any contract of transfer, sale,
license, purchase or disposal of the Company’s material assets or important IPs, (iii) any exclusive or other contract that
may restrict the Company’s competitive capacity, (iv) any commercial contract with any of the Company’s top 10 cooperative
parties, suppliers or clients, (v) any contract involving disposal of equity, purchase of equity, investment, financing, joint
venture, merger and acquisition, restructuring, voting arrangement, profit sharing or transfer of control, (vi) any contract that
imposes Encumbrance upon the Company’s equity or material assets, and (vii) any contract or agreement with Government Authority.


 


The “PRC” means the People’s
Republic of China which, for the purpose of this Agreement only, shall exclude Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan.


 


“RMB” means Renminbi, the lawful
currency of the PRC.


 


Section 1.2.          Other
Definitions


 


The following terms are defined in corresponding
sections.


 


	Term	 	Section
	Company	 	Preamble
	Existing Shareholders	 	Preamble
	Party	 	Preamble
	Parties	 	Preamble
	Investors	 	Preamble
	Agreement	 	Preamble
	Execution Date	 	Preamble
	Business	 	Recital
	Capital Increase	 	Recital
	Investor’s Increased Capital	 	Section 2.1(a)
	Investor Capital Increase Subscription Price	 	Section 2.2(a)
	Investor’s Payment	 	Section 2.3(a)
	Payment Date	 	Section 2.3(a)
	Closing	 	Section 2.4(a)


 




    5


     


    

 


	Closing Date	 	Section 2.4(a)
	Loss	 	Section 9.2(a)
	Dispute	 	Section 12.2(a)
	Government Authorization	 	Section 2, Appendix A
	Financial Statements	 	Section 7, Appendix A
	Management Statements	 	Section 7, Appendix A
	Assets	 	Section 16, Appendix A


 


Section 1.3.          Interpretation
and Rules of Interpretation


 


For the purpose of this Agreement, unless otherwise
required in the context,


 


(a)any
article, section, appendix, schedule, preamble or recital referred to herein, shall mean the article, section, appendix, schedule,
preamble or recital of this Agreement, and unless otherwise specified, such articles, sections, appendices, schedules, preamble
or recital shall be deemed part of this Agreement;


 


(b)the
table of content and titles herein are made for convenience of reference only, and shall in no way affect the meaning or interpretation
of this Agreement;


 


(c)the
word “include” or any variation thereof shall be deemed immediately followed by “without limitation” or
“but not limited to”;


 


(d)any
definition of or any reference to any Law or Regulation herein or in any other agreement or document referred to herein, shall
mean such Law or Regulation as amended, modified or supplemented from time to time, including any subsequent law or regulation
in lieu thereof;


 


(e)any
reference to a Person shall also include its permitted successors or assigns;


 


(f)words
such as “hereof”, “herein,” “hereunder” and the like refer to this Agreement as a whole and
not merely to a provision of this Agreement; and


 


(g)in
terms of any reference herein to any liability or obligation of the Company or Guarantors, Guarantors shall have joint and several
liability to the Investor for the Company’s obligations. Unless otherwise agreed herein, the Guarantors shall have joint
and several liabilities among themselves for the obligations thereof; and no Investors shall have joint and several liability among
themselves for the obligations thereof.


 


Article
II

Capital Increase and Contribution


 


Section 2.1.          Capital
Increase and Contribution


 


(a)In
accordance with this Agreement, Investors will subscribe for newly increased registered capital of the Company at the total amount
of RMB7,906,562 (hereinafter referred to as “Investor’s Increased Capital”).


 




    6


     


    

 


(b)The
table below sets out the Existing Shareholders’ shareholding in the Company prior to completion of this Transaction:


 


	Shareholder	 	Paid-up Capital
 Contribution
 (RMB in ten thousands)	 	 	Shareholding
 Percentage	 
	VisionChina Media	 	 	2,550	 	 	 	51	%
	Shenzhen HD	 	 	1,450	 	 	 	29	%
	Shenzhen ChampsElysee	 	 	1,000	 	 	 	20	%
	Total	 	 	5,000	 	 	 	100	%



 


The table below sets out the Investors’
and the Existing Shareholders’ shareholding in the Company following completion of this Transaction:


 


	Shareholder	 	Paid-up Capital
 Contribution
 (RMB in ten thousands)	 	 	Shareholding
 Percentage	 
	VisionChina Media	 	 	2,550	 	 	 	44.037	%
	Shenzhen HD	 	 	1,450	 	 	 	25.04	%
	Shenzhen ChampsElysee	 	 	1,000	 	 	 	17.269	%
	Baidu	 	 	405.3459	 	 	 	7.0	%
	Zhongke Baiyun	 	 	289.5328	 	 	 	5.0	%
	Zhongke Dongguan	 	 	95.7775	 	 	 	1.654	%
	Total	 	 	5,790.6562	 	 	 	100	%



 


Section 2.2.          Consideration
for Capital Increase


 


(a)The
consideration of Investors’ Increased Capital which Investors subscribe for in accordance with Section 2.1(a) is up to a
maximum of RMB69,225,000. The table below sets out the maximum amount that each Investor shall pay for its subscribed Investor’s
Increased Capital (“Investor’s Consideration for Capital Increase”), respectively.


 


	Investor	 	Investor’s Increased
 Capital 
 (RMB in ten thousands)	 	 	Investor Capital
    
 Increase Subscription

Price
 (RMB in ten thousands)	 
	Baidu	 	 	405.3459	 	 	 	2,397.5	 
	Zhongke Baiyun	 	 	289.5328	 	 	 	3,400	 
	Zhongke Dongguan	 	 	95.7775	 	 	 	1,125	 
	Total	 	 	790.6562	 	 	 	6,922.5	 



 


(b)Upon
completion of Capital Increase, the Company’s registered capital shall equal a sum of the Company’s pre-Capital Increase
registered capital and Investors’ Increased Capital, i.e., RMB57,906,562. The Parties agree that such amount out of Investors’
Consideration for Capital Increase exceeding Investors’ Increased Capital shall be accounted for the Company’s reserves.


 




    7


     


    

 


Section 2.3.          Payment
of Investor Capital Increase Subscription Price


 


(a)The
Company shall give notice of payment to Investors promptly following the Company’s confirmation on full satisfaction or waiver
by the Company of the conditions set out in Section 5.1 herein and Investors’ confirmation on full satisfaction or waiver
by Investors of the conditions set out in Section 5.2 herein. Each Investor shall make payment of the following amount of consideration
for Capital Increase (the “First Instalment”) in cash to the account designated by the Company within ten (10)
Business Days (“Payment Date”) upon receipt of such notice of payment (hereinafter referred to as “Investor’s
Payment”). The Parties acknowledge that the First Instalment covers all of the Investor’s Increased Capital, and
all the discrepancies between the Investor’s Increased Capital and the Investor’s Payments shall be accounted for the
Company’s reserves.


 


	Investor	 	First Instalment
 (RMB in ten thousands)	 
	Baidu	 	 	1,798.125	 
	Zhongke Baiyun	 	 	2,550	 
	Zhongke Dongguan	 	 	843.75	 
	Total	 	 	5,191.875	 



 


(b)The
Company shall give notice of payment to Investors promptly following the Company’s confirmation on full satisfaction or waiver
by Investors of the post-Closing covenants set out in Section 6.1(s) herein. Each Investor shall make payment of the following
RMB amount of Investor Capital Increase Subscription Price (the “Retainer”) in cash to the account designated
by the Company within ten (10) Business Days upon receipt of such notice of payment. Such Retainer shall be accounted for the Company’s
reserves. No Investor may need to make payment of such Retainer, to the extent that the Company fails to perform its post-Closing
covenants set out in Section 6.1(s) herein that are not waived by Investors.


 


	Investor	 	Retainer
 (RMB in ten thousands)	 
	Baidu	 	 	599.375	 
	Zhongke Baiyun	 	 	850	 
	Zhongke Dongguan	 	 	281.25	 
	Total	 	 	1,730.625	 



 


Section 2.4.          Closing


 


(a)Subject
to compliance with the terms and conditions of this Agreement, the closing of this Agreement (“Closing”) shall
occur on the Payment Date (“Closing Date”) subject to full satisfaction or waiver by relevant Parties of the
conditions set out in Sections 5.1 and 5.2 herein.


 


(b)Prior
to or at Closing, the Company and Guarantors shall furnish Investors with originals or copies of all the closing documents required
hereby to be provided. Within one (1) Business Day upon Investor’s payment, the Company shall deliver to Investors an executed
certification letter of capital contribution affixed with the Company’s common seal.


 




    8


     


    

 


Section 2.5.          Capital
Verification


 


After Closing, the Company shall engage a qualified
accounting firm to verify the capital of the Company within ten (10) Business Days upon the Payment Date set out in Section 2.3(a)
and the Retainer Payment Date (if any) set out in Section 2.3(b), respectively, and prepare a capital verification report setting
forth that Investor’s Increased Capital has been paid in full and/or that Existing Shareholders’ subscribed capital
for current period has been paid up, and deliver to Investors the original of such capital verification report.


 


Section 2.6.          Use
of Increased Capital


 


The Increased Capital shall be used for the following
purposes:


 


(a)the
Company’s ordinary business development;


 


(b)the
Company’s research and development of core products;


 


(c)the
Company’s expenditures on human resources; and


 


(d)other
purposes approved by the Company’s board of directors (involving approval by such directors as nominated by Investors).


 


Article
III


 


Representations and Warranties of the Company and Guarantors


 


In order to cause Investors to execute this Agreement
and as part of the consideration for their entry into this Agreement, the Company and Guarantors hereby jointly make such representations
and warranties to Investors as set forth in Appendix A attached hereto; Guarantors hereby make such representations and
warranties to Investors as set forth in Appendix B attached hereto. Unless otherwise specified herein, Guarantors shall
assume joint and several liabilities for all representations, warranties and covenants made by Guarantors and the Company hereunder.


 


Article
IV


 


Representations and Warranties of Investors


 


In order to cause the Company and Guarantors to
execute this Agreement and as part of the consideration for their entry into this Agreement, Investors hereby jointly make such
representations and warranties to the Company and Guarantors as set forth in Appendix C attached hereto.


 




    9


     


    

 


Article
V


 


Conditions Precedent to Closing


 


Section 5.1.          Conditions
to Closing of the Company and Existing Shareholders


 


The obligations of the Company and Guarantors
to consummate the transactions contemplated hereby, shall be subject to satisfaction of the following conditions (which may also
be entirely or partially waived by the Company and Guarantors at their sole discretion) prior to or at Closing:


 


(a)Transaction
Documents. Investors shall have executed and delivered to the Company and Guarantors all Transaction Documents, including but
not limited to this Agreement, the Shareholders’ Agreement and the Articles of Association of the Company; and


 


(b)Representations,
Warranties and Covenants. The representations, warranties and covenants of Investors herein and in the Shareholders’
Agreement shall be true and correct in all material respects as of the date hereof and thereof, and shall remain true and correct
in all material respects as of the Closing, to the same force and effect as if they are made on the Closing Date (except any representation
and warranty with respect to a certain date).


 


Section 5.2.          Conditions
to Closing of Investors


 


The obligations of Investors to consummate the
transactions contemplated hereby, shall be subject to satisfaction of the following conditions (which may also be entirely or partially
waived Investors at their sole discretion) prior to or at Closing, save that those specifying conditions to Closing of Baidu only
shall apply to Baidu only:


 


(a)Transaction
Documents. The Company and Guarantors shall have executed and delivered to Investors all Transaction Documents, including but
not limited to this Agreement, the Shareholders’ Agreement and the Articles of Association of the Company;


 


(b)Strategic
Direction. Investors and the Company and Guarantors shall have agreed on the development strategy and steps to be taken in
terms of the Company’s business, marketing and internal management;


 


(c)Representations,
Warranties and Covenants. The representations, warranties and covenants of the Company and Guarantors herein and in the Shareholders’
Agreement shall be true and correct in all material respects as of the date hereof and thereof, and shall remain true and correct
in all material respects as of the Closing, to the same force and effect as if they are made on the Closing Date (except any representation
and warranty with respect to a certain date). All such covenants and agreement provided herein that the Company and Guarantors
shall perform prior to or on the Closing Date shall have been performed;


 


(d)No
Litigation or Demand. No such Demand has been or is threatened to be initiated by or before any Government Authority against
any Party hereto, in an attempt to restrict the transactions contemplated hereby or cause Material Adverse Effect on the conditions
to the transactions contemplated hereby, as may, based on Investors’ reasonable judgement, make it impossible or illegal
to consummate such transactions.


 




    10


     


    

 


(e)Employment
Contract, Confidentiality Agreement, IP Transfer Agreement and Non-Compete Agreement. The Company has already entered into
Employment Contract, Confidentiality Agreement, IP Transfer Agreement
and Non-Compete Agreement with all of its employees (including Key Employees listed in Schedule 3) on such terms and conditions
as agreed to by Investors. To the extent required for the Company’s Business, Li Limin and Wang Yan shall make necessary
efforts to ensure that they have sufficient capacity and time to perform such work related to the Company as assigned by the board
of directors of the Company and their service and work with other employers (including but not limited to VisionChina Media and
other Affiliates) shall not affect their work to be completed at the Company;


 


(f)Executive
Directors’ Approval. The Company’s executive directors shall have approved this Transaction, execution and performance
of the Transaction Documents, as well as matters contemplated by the Transaction Documents;


 


(g)Shareholders’
Approval. Existing Shareholders shall have approved this Transaction, execution and performance of the Transaction Documents,
as well as matters contemplated by the Transaction Documents;


 


(h)Consent
and Waiver. The Company and Guarantors shall have obtained all approvals, consents or waivers from Government Authority or
any third party for execution of the Transaction Documents and performance of this Transaction;


 


(i)The
PRC Legal Opinion. The Company’s PRC legal counsel shall have issued a PRC legal opinion in the form and substance satisfactory
to Investors;


 


(j)Due
Diligence. The result of legal, business and financial due diligence on the Company is satisfactory to Investors, and all material
issues identified in due diligence shall have been resolved or addressed by an agreed solution;


 


(k)No
Material Adverse Effect. There shall have not been any one or more events of Material Adverse Effect, and no evidence has been
identified to indicate any occurrence of such event of Material Adverse Effect;


 


(l)Investors’
Internal Approval. The Investors’ investment decision-making committee shall have approved this Transaction, execution
and performance of the Transaction Documents, as well as matters contemplated by the Transaction Documents;


 


(m)The
Company shall have obtained the written consent from Shenzhen New Media Advertisement Industrial Park Development Co., Ltd. (深圳新媒体广告产业园发展有限公司),
the owner of the real property located at 8/F Futian Culture & Sports Industry Headquarters Place, 3030 Fuqiang Road, Futian
District, Shenzhen, allowing the VisionChina Media to sublease such property to the Company;


 


(n)Shenzhen
HD shall have repaid in full the RMB9 million by means satisfactory to Investors, which was borrowed from the Company as current
account in April 2014;


 




    11


     


    

 


(o)The
Company shall have paid in full the RMB26,550,649.71 payable to other third parties (including RMB26,518,530.73 payable to VisionChina
Media) by means satisfactory to Investors;


 


(p)Other
Procedures. The Company shall have obtained and completed all other approvals, permits, registrations, processes and procedures
necessary for Capital Increase;


 


(q)Conditions
to Closing of Baidu Only. Baidu, the Company and related parties shall have entered into and executed a business cooperation
agreement satisfactory to the Parties, including but not limited to the following: 1) Baidu shall provide technical support, product
support and brand license to the Company; 2) Baidu shall be the sole and exclusive cooperative party with respect to the Company’s
bus-based wifi search and distribution business; 3) Baidu shall be entitled to the preferential right to business cooperation with
the Company, i.e., if the Company proposes to cooperate with a third party and Baidu provides cooperative conditions not less favorable
than those of such third party, the Company shall cooperate with Baidu on preferential basis; and 4) VisionChina Media covenants
to provide mobile TV advertisement display free of charge at least 32 times per day and 15 seconds each time on each bus installed
with bus-based wifi and equipped with mobile TV operated by VisionChina Media, to promote the Company’s bus-based wifi. Such
business cooperation agreement shall be in the form and substance set out in Schedule 5;


 


(r)Conditions
to Closing of Baidu Only. The board of directors of VisionChina Media Inc. shall have included one director nominated by Baidu
or any third party designated by Baidu, and all approvals, permits, registrations, processes and procedures necessary for appointment
of such director shall have been obtained or completed, including any amendment to the articles of association of VisionChina Media
Inc. (as necessary) and board resolutions approving appointment of such director, and updated register of directors of VisionChina
Media Inc. reflecting appointment of such director.


 


Article
VI


 


Post-Closing Covenants


 


Section 6.1.          Post-Closing
Covenants


 


(a)The
Company shall, and Guarantors shall cause the Company to fully comply with Laws and Regulations and relevant Government Authority’s
requirements on the Company’s Business and performance of its obligations under the Transaction Documents on an on-going
basis both prior to and after the Closing Date.


 


(b)The
Company shall obtain and maintain all government approvals, licenses, certificates, registrations, filings and qualifications necessary
for the Company’s Business, and shall comply with requirements on such approvals, licenses, certificates, registrations,
filings and qualifications on an on-going basis.


 


(c)The
Company and Existing Shareholders shall prepare and timely submit the national and local tax returns in accordance with applicable
Laws and Regulations and requirements of competent Government Authority. The Company and Existing Shareholders shall pay taxes
due in accordance with applicable Laws and Regulations and the tax returns, both prior to and after the Closing Date.


 




    12


     


    

 


(d)The
Guarantors undertake to the Investors that the Senior Officers and Key Employees of the Company shall work with the Company on
a full-time basis and shall devote most of their time, energy, skills and efforts to the development of the Business of the Company;
for as long as they are directors or employees of the Company, and for a period of two (2) years following the date on which they
cease to be directors or employees of the Company, the Senior Officers and Key Employees of the Company shall not conduct any business
that competes with that of the Company or its Affiliated Companies, nor shall they serve as directors, senior officers, employees,
partners, investors, shareholders, agents or hold other posts with any entity engaged in a business that competes with said business.


 


(e)The
Guarantors hereby undertake to the Company and the Investors that the Senior Officers and Key Employees of the Company will not,
directly or indirectly, solicit or inappropriately employ any employee or officer of the Company or its Affiliated Companies; or
disclose to any person, or use for any purposes, any confidential information related to the Investors or the Company.


 


(f)The
Guarantors hereby undertake to the Company and the Investors that, upon the consummation of this investment, they shall not, and
shall cause their shareholders, directors, subsidiaries and other Affiliates (other than the Company) not to, directly or indirectly,
carry out any business that competes with that currently conducted by the Company in any manner, except with a prior written consent
by the Investors or unless it is operated in tandem with the Investors.


 


(g)Industrial
and Commercial Registration of Alteration: Within ten (10) days upon the Closing, (1) the Company shall have completed industrial
and commercial registration of alteration in connection with Capital Increase, precisely reflecting Investors’ shareholding
in the Company upon consummation of this Transaction; (2) the Company shall have completed registration and filing with respect
to the Company’s board of directors, precisely reflecting that Investors’ nominee has been appointed as a director
of the Company, in accordance with the Shareholders’ Agreement; and (3) the Company shall have amended and filed the Articles
of Association with respect to the Transaction.


 


(h)Upon
Closing, once any competent authority requires the Company to add any type of business to its current business categories set out
in the Value-added Telecommunication Business Operation License (including but not limited to Category 2 value-added telecommunication
business “internet access server business”), the Company shall promptly comply with such competent authority’s
requirements and Guarantors shall procure and assist the Company to comply with such requirements.


 


(i)Where
the Company proposes to use the domain names it holds to the extent of the business scope set out in the Company’s Online
Culture Business Operation License and Value-added Telecommunication Business Operation License, such domain name shall be included
in the business scope set out in the Company’s Online Culture Business Operation License and Value-added Telecommunication
Business Operation License and related procedures shall be completed.


 




    13


     


    

 


(j)The
Company shall make its best effort to satisfy the requirements of the PRC Laws and Regulations on application for the Information
Network Communication Audio-Visual Program Operation License, and shall comply with competent authority’s requirements to
apply for such license in event that the PRC Laws and Regulations allows the Company to make such application.


 


(k)Upon
Closing, once any competent authority requires the Company to apply for and obtain the Internet News Information Service License,
the Company shall promptly comply with such competent authority’s requirements and Guarantors shall procure and assist the
Company to comply with such requirements.


 


(l)Upon
Closing, once any competent authority requires the Company to apply for and obtain the Internet Publication License, the Company
shall promptly comply with such competent authority’s requirements and Guarantors shall procure and assist the Company to
comply with such requirements.


 


(m)Within
one (1) month upon the Closing, the Company shall complete the registration and filing procedures with telecommunication administration
in connection with the domain names such as ivifi.com, ivifi.cn, ivifi.com.cn, ivifi.net, 1024wifi.com, visnwifi.com and visnvifi.com


 


(n)Within
one (1) month upon the Closing, the Company shall alter its registered address for social security to “8/F Futian Culture
& Sports Industry Headquarters Place, 3030 Fuqiang Road, Futian District, Shenzhen”.


 


(o)The
Company shall have note the sources of all news information, music or videos published on VisionChina VIFI platform.


 


(p)Upon
Closing, all letters of intent and contracts in relation to the Company’s business operation (including but not limited to
wifi cooperation contracts, traffic purchase contracts, lease contracts, equipment purchase contracts) shall be executed in the
name of the Company and the Company’s Business, finance and staffing shall be independently handled.


 


(q)Within
one (1) month upon the Closing, the Company shall have obtained the approval of Capital Increase and alteration of equity from
Guangdong Communication Administration (or other competent authority to exercise similar review at that time) and shall have completed
the alteration procedures with respect to shareholder information contained in the Company’s Value-added Telecommunication
Business Operation License.


 


(r)Within
three (3) months upon the Closing, the business contracts between VisionChina Media and other third parties listed in Schedule
6 shall have been adjusted in such manner as satisfactory to Investors, including but not limited to: (i) termination of such
agreement and execution of a new agreement between the Company and relevant third party, or (ii) execution of a tri-party agreement
among the Company, VisionChina Media and relevant third party, setting forth that the Company shall assume the rights and obligations
of VisionChina Media thereunder.


 


(s)Within
three (3) months upon the Closing, the business contracts listed in Schedule 7 shall have been duly executed in following
manner as satisfactory to Investors:


 




    14


     


    

 


Investors shall pay 60% of the Retainer upon execution
of the Shanghai contract; and Investors shall pay 40% of the Retainer upon execution of the Wuhan contract. If during this period,
the Company has executed a business contract with another provincial capital of the same tier with Wuhan or a municipality regarding
operation right of bus-based wifi installed on at least 4,000 buses, it may be considered to have the same effect as if Wuhan contract
has been duly executed.


 


(t)Within
three (3) months upon the Closing, such equipment used or held by VisionChina Media as listed in Schedule 8 shall have been
transferred to the Company in such manner as satisfactory to Investors:


 


Article
VII


 


Special Provisions


 


Section 7.1.          Pre-Closing
Business Operation


 


(a)The
Company and Guarantors covenant that they will conduct business operation normally and only in a manner consistent with customary
practice in the past from the Execution Date through the Closing Date.


 


(b)The
Company and Guarantors covenant and agree that the Company shall not engage in any following conduct without Investors’ prior
written consent from the Execution Date through the Closing Date:


 


(i)          to
merge and acquire, sell, transfer or dispose of any assets for value of more than RMB1 million;


 


(ii)         to
purchase, sell, lease and otherwise dispose of any IP;


 


(iii)        to
approve the Company’s annual business plan and financial budget, or make any material modification of the approved annual
business plan or financial budget;


 


(iv)        to
borrow a bank loan of a principal amount at more than RMB1 million or to incur additional debts at an amount of RMB3 million in
aggregate in one year;


 


(v)         to
guarantee an external party’s obligation;


 


(vi)        to
extend a loan to an external party at a principal amount of RMB500,000;


 


(vii)       to
enter into any speculative swap, futures or option transaction;


 


(viii)      to
initiate or resolve any material legal proceeding or arbitration for a value of more than RMB500,000;


 


(ix)        to
retain or replace the Company’s auditor, legal counsel or other intermediaries;


 




    15


     


    

 


(x)          to
establish any subsidiary, joint venture or partnership with a registered capital of more than RMB1 million, or make any external
investment of more than RMB1 million;


 


(xi)         to
structure a listing plan for the Company, including engagement of intermediaries, listing schedule and place;


 


(xii)        to
implement or produce to the Company’s general shareholders’ meeting any new financing plan;


 


(xiii)       to
hire or remove the Company’s general manager, deputy general manager, Key Employees or financial controller;


 


(xiv)      to
alter the Company’s Business;


 


(xv)       to
revoke or give up any qualification, license, approval or filing in connection with the Company’s Business, or engage in
any activity that may result in revocation or cancellation of such qualification, license, approval or filing;


 


(xvi)      any
significant matter of any of the Company’s controlled subsidiaries or controlled Affiliates, including but not limited to
any of the above matters.


 


(c)From
the date of this Agreement through the Closing Date, (i) the Company shall give prior written notice to Investors and obtain Investors’
consent, if the Company proposes to make any decision on investment of an amount of RMB1 million or more (including but not limited
to investment in a new subsidiary or branch, or entry into any business cooperation agreement with any third party); and (ii) the
Company shall give prior written notice to Investors, if the Company proposes to make any decision on investment of an amount of
less than RMB1 million (including but not limited to investment in a new subsidiary or branch, or entry into any business cooperation
agreement with any third party).


 


Section 7.2.          Notice
of Development


 


Prior to Closing, the Company and Guarantors shall
promptly notify Investors in writing of (a) all such events, situations, facts and circumstances occurring after the Closing Date
that may result in breach of any of the representations, warranties or covenants of the Company and Guarantors herein or the effect
of which may cause any of the representations, warranties or covenants of the Company and Guarantors to become false or incorrect,
and (b) all important development after the Closing Date that may materially affect the Company or the assets, Liabilities, Business,
financial condition, operation, operating result, client or supplier relationship, employment, forecast or prospects in relation
to Business.


 


Section 7.3.          Exclusive
Period


 


The Company and Guarantors agree that from the
Execution Date through (A) the Closing or (B) termination of this Agreement, whichever is earlier, none of the Company, Guarantors,
or any of their Affiliates, senior officers, directors, representatives or agents will:


 




    16


     


    

 


(a)solicit,
initiate, consider, encourage or accept any Person’s following proposal or offer: (i) any investment in the Company, (ii)
any purchase of the Company’s equity in whole or in part, (iii) any merger, consolidation or otherwise integration of the
Company or its Business, or (iv) any capital restructuring, reorganization or other extraordinary business transaction involving
the Company or otherwise relating to the Company; or


 


(b)take
part in any discussion, conversation, negotiation or otherwise communication of any agreement, memorandum, letter of intent or
similar legal document in connection with any of the foregoing, or furnish any Person with any information relating to any of the
foregoing, or cooperate with, assist or take part in, promote or encourage any other Person’s endeavor or attempt of the
foregoing.


 


The Company and Guarantors agree that from the
Execution Date through (A) the Closing or (B) termination of this Agreement, whichever is earlier, the Company shall immediately
terminate and cause to be terminated any discussion, conversation, negotiation or otherwise communication of the foregoing up to
now; if any Person makes any such proposal or offer, or otherwise approach or otherwise contact the Company, the Company and Guarantors
shall give notice to Investors immediately, setting forth in reasonable detail the identity of the Person making such proposal
or offer or approaching or otherwise contacting the Company, as well as the terms and conditions of such proposal or offer or otherwise.


 


Section 7.4.          Further
Actions


 


The Parties hereto shall make reasonable efforts
to take or cause to be taken any and all required or advisable or necessary actions, do or cause to be done any and all things,
and execute and deliver all necessary documents and other materials, subject to applicable Laws and Regulations, to exercise the
terms of this Agreement and consummate and effect the transactions contemplated hereby.


 


Article
VIII


 


Expenses and Burden of Tax


 


Any expenses (including but not limited to attorney
fees) incurred by Baidu in connection with this Transaction shall be borne by the Company up to a maximum of RMB300,000; provided,
however, that Baidu shall assume all expenses (including but not limited to attorney fees) it has incurred in connection with this
Transaction where the Transaction fails to be closed by reason of Baidu. Save for the foregoing, each Party shall pay and assume
any tax or expense it has incurred in connection with this Transaction.


 




    17


     


    

 


Article
IX


 


Breach of Contract and Indemnification


 


Section 9.1.          Breach
of Contract and Early Termination



 


If any Party fails to perform any of its obligations
hereunder or under any Transaction Document or any of its representations or warranties hereunder or under any Transaction Document
is untrue or inaccurate, such Party (the “Breaching Party”) shall be deemed to be in breach of this Agreement.
In such case, any non-breaching Party shall notify the Breaching Party in writing of such breach of this Agreement, and the Breaching
Party shall remedy such breach within thirty (30) days following the date on which the notice is sent. If the Breaching Party fails
to remedy its breach within such thirty (30) day period, any non-breaching Party shall have the right to terminate this Agreement.
If any Party expressly indicates, whether orally or in writing or by its conduct, that it will not perform its major obligations
hereunder by expiry of the prescribed term for its performance, or the Breaching Party’s breach (even if it is caused by
force majeure) renders it impossible for the Parties to achieve the fundamental purposes of this Agreement, then any non-breaching
Party shall have the right to terminate this Agreement. In event of any breach of this Agreement or any other Transaction Document,
the Breaching Party shall be liable for any direct loss of any non-breaching Party arising from such breach. A non-breaching Party’s
early termination right hereunder shall be in addition to any other remedy available to such Party, and such termination shall
in no event relieve the Breaching Party from any of its obligations as of the date of termination of this Agreement, or from its
liabilities for damages of non-breaching Parties arising from the Breaching Party’s breach of this Agreement or any other
Transaction Document.


 


Section 9.2.          Liabilities
of the Company and Guarantors for Damages


 


(a)The
Company and Guarantors shall jointly and severally indemnify and hold harmless Investors from and against any and all liabilities,
losses, damages, claims, expenses and costs, interest, judgements, rulings and penalties (including but not limited to fees and
costs of attorneys and advisors engaged) (“Loss”) directly or indirectly incurred by Investors, arising from
any breach of any representation, warranty, covenant or agreement made by the Company or Guarantor hereunder, including but not
limited to any Demand initiated by any Party or arising otherwise.


 


(b)Unless
agreed by Investors or otherwise specified herein, Investors shall not be liable for any Indebtedness, Liability and responsibility
of the Company and Guarantors existing or incurred prior to the Closing Date or arising after the Closing date from any occurrence
or event prior to the Closing Date, and the Company and/or Guarantors shall continue to assume such Indebtedness, Liability and
responsibility, whether existing or possible, known or unknown, cumulative or not, due or undue, including but not limited to:
(i) any responsibility, Liability, Indebtedness or payable tax incurred prior to the Closing Date by the Company and Guarantors
in connection with asset, IP or Business, (ii) any pending litigation, arbitration, administrative penalty or other legal proceeding
arising prior to the Closing Date or arising after the Closing date from any event prior to the Closing Date in connection with
asset, IP or Business, (iii) any Claim for the Company’s products or services sold or provided prior to the Closing Date;
(iv) any demand, claim, litigation, arbitration, administrative penalty or other legal proceeding in connection with the Company’s
performance of commercial contract. The Company and Guarantors shall make all efforts to hold Investors harmless against and from
any Loss arising from the foregoing, and the Company and Guarantors shall deal with such litigation, related compensation and legal
procedures following Investor’s instruction, and indemnify Investors for all Losses arising therefrom.


 


(c)The
Company and Guarantors shall indemnify Investors against any Loss arising from any damage or reduction in the value of the Company
incurred in connection with any penalty, claim or demand from Government Authority or any third party due to the Company’s
violation of the PRC Laws and Regulations (including but not limited to failure to obtain or make any relevant governmental license,
approval or filing in connection with operating Business) in producing or operating any product or providing any service prior
to the Closing.


 




    18


     


    

 


(d)The
Company and Guarantors shall indemnify Investors against any Loss arising from any legal liability of the Company (including but
not limited to complementary payment and fine) for any issue in connection with employees’ compensation, benefits, social
security and housing fund existing or occurring prior to the Closing.


 


(e)The
Company and Guarantors shall indemnify Investors against any Loss arising from any legal liability of the Company (including but
not limited to complementary payment and fine) for any tax-related liability existing or occurring prior to the Closing.


 


Section 9.3.          Joint
Liabilities of Guarantors


 


Guarantors shall be jointly liable for all obligations
of the Company and Guarantors hereunder.


 


Section 9.4.          Other
Legal Remedies


 


The provisions in this section shall not preclude
any of the Parties from pursuing other legal remedies for the part of its loss exceeding those indemnified.


 


Article
X


 


Termination


 


Section 10.1.        Termination


 


Unless otherwise specified herein, this Agreement
may be terminated at any time prior to the Closing under the following circumstances:


 


(a)In
event of any circumstance set out in Section 9.1, a non-breaching Party may terminate this Agreement by a written notice to the
Breaching Party;


 


(b)If
prior to the Closing, (i) any representation or warranty of the Company or Guarantors in any Transaction Document is untrue or
inaccurate in any material respect, (ii) any of the Company or Guarantors fails to comply with any of its covenants or agreement
in any Transaction Document in any material respect and further fails to remedy such untruth or inaccuracy within thirty (30) days
upon receipt of Investors’ notice, (iii) the Company’s violation of the PRC Laws and Regulations or infringement upon
any third party right gives rise to any penalty, claim or demand from Government Authority or any third party against the Company,
causing thereby material losses or substantial reduction in the value of the Company, (iv) the Company is transferred in whole
for the benefit of its creditors or any legal proceeding is initiated by or against the Company to declare the Company’s
bankruptcy or insolvency, or any dissolution, liquidation, winding-up, reorganization or restructuring of its Indebtedness occurs
to the Company in connection with its bankruptcy, insolvency or reorganization in accordance with any law, Investors may terminate
this Agreement by giving a written notice to the Company and Guarantors;


 




    19


     


    

 


(c)if
any Government Authority promulgates any Law or Regulation, issues any final order, decree or ruling or takes any other final legal
action which has the effect of restricting, preventing or otherwise prohibiting the transactions contemplated hereby or making
it illegal or impossible to consummate the transactions contemplated hereby and in respect of which no application for review,
lawsuit or appeal can be made, any Party hereto may terminate this Agreement by giving a written notice to the other Parties;


 


(d)If
any Law and Regulation promulgated or any final order, decree, ruling entered or take any final other legal action taken by any
Government Authority that are final and in respect of which no application for reconsideration or complaint or appeal can be made,
restricts, prevents or otherwise precludes or makes it illegal or impossible to consummate the transactions contemplated hereby,
any Party may terminate this Agreement by giving a written notice to the other Parties;


 


(e)Any
Transaction Document other than this Agreement is terminated in accordance with its terms;


 


(f)The
Parties agree to terminate this Agreement in writing.


 


Section 10.2.        Effect
of Termination


 


(a)In
event termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become null and void and shall
cease to be binding upon any Party, (i) except as set forth in Articles XI and XII, and (ii) provided that nothing herein shall
relieve any Party from liability for any breach of this Agreement.


 


(b)Upon
termination of transaction agreement, the Parties shall initiate the liquidation procedure of the Company, make Investors priority
liquidation payment to Investors and then distribute remaining assets to shareholders in accordance with the Shareholders’
Agreement.


 


Article
XI


 


Confidentiality


 


Section 11.1.       Confidential
Information


 


The Parties acknowledge that any and all information
relating to this Agreement, the contents of, and the transactions contemplated by, this Agreement, as well as any oral or written
commercial, financial, legal, market, customer, technical, property and other information exchanged by the Parties in respect of
the preparation or performance of this Agreement shall be deemed to be confidential information.


 


Section 11.2.       Obligation
of Confidentiality


 


Each of the Parties agrees that it shall, and
shall procure that its Affiliates and its or their respective officers, directors, employees, agents, representatives, accountants
and counsels shall treat as classified data and keep confidential any confidential information it/they may receive or acquire,
and shall not use or disclose the same to any third party without the prior written consent of the other Parties or except as required
by judicial or administrative proceedings or other Laws and Regulations.


 




    20


     


    

 


Section 11.3.        Exempted
Disclosure


 


(a)The
duty of confidentiality contemplated by this Chapter shall not apply to any information which: (i) may be disclosed in accordance
with this Agreement; (ii) is publicly available at the time of disclosure through no disclosure by any Party or its Affiliates
or its or their respective officers, directors, employees, agents, representatives, accountants or counsels in violation of this
Agreement; (iii) is received by a Party from a bona fide third party without any duty of confidentiality; or (iv) is disclosed
to the extent agreed upon by the Parties. In addition, a Party may disclose the foregoing information to its Affiliates or its
or their respective investors, officers, directors, employees, partners, shareholders, agents, representatives, accountants and
counsels to the extent required for the performance of this Agreement, provided, however, that such Party shall ensure that such
persons shall assume the same duty of confidentiality as it.


 


(b)Further,
for purpose of clarity, the Parties agree that a Party and any of its Affiliates (including its or their respective officers, directors,
employees, partners, members, shareholders, agents, representatives, accountants, financial advisors and counsels) may disclose
confidential information to relevant authorities or agencies in accordance with applicable Laws and Regulations, or requirements
of Government Authorities, judicial authorities or stock exchanges or securities regulatory authorities, provided that the Party
required to disclose confidential information shall make disclosures to the required extent and shall inform the other Parties
in writing prior to such disclosure.


 


Section 11.4.       Term
of Confidentiality


 


The duty of confidentiality will take effect upon
the Execution Date and will remain effective until expiration of five (5) years following termination of this Agreement.


 


Article
XII


 


Governing Law and Dispute Resolution


 


Section 12.1.        Governing
Law


 


The formation, validity, interpretation, execution
of this Agreement and settlement of any disputes arising hereunder shall be governed by and in accordance with the PRC Law.


 


Section 12.2.        Dispute
Resolution


 


(a)Any
dispute, controversy or Demand arising out of or relating to this Agreement, or the breach, termination or invalidity thereof (the
“Dispute”) shall be resolved through friendly consultations among the Parties, failing which, each Party may
submit such Dispute to China International Economic and Trade Arbitration Commission (CIETAC) at any time for arbitration by an
arbitral tribunal in Beijing in accordance with the CIETAC arbitration rules in effect at the time of submission of the Dispute.


 


(b)The
arbitration award of the arbitral tribunal shall be final and binding upon the Parties. The Parties shall use their best efforts
to ensure that any such arbitration award will be executed in a timely manner and shall provide any necessary assistance in connection
therewith.


 




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(c)The
foregoing provisions of this Section 12.2 shall not prevent any Party from seeking any pre-litigation property preservation or
injunctive relief which it is entitled to for any reason, including not limited to assurance as to subsequent enforcement of the
arbitration award.


 


Article
XIII


 


Effectiveness


 


This Agreement shall take effect upon duly execution
by the Parties hereto. To facilitate handling of governmental and regulatory procedures, the Parties shall at Investors’
request execute other contracts, agreements or documents relating to the matters hereunder; provided, however, that in event of
any conflict or inconsistency between such other contracts, agreements or documents and this Agreement, this Agreement shall prevail.


 


Article
XIV


 


General Provisions


 


Section 14.1.        Notice


 


All notices and other communications required
or made under this Agreement shall be delivered in person or sent by registered mail (postage prepaid), by commercial courier service
or by facsimile to the respective Parties at the following addresses. Each notice shall also be sent by email. Any notice so addressed
to the relevant Party shall be deemed to have been duly given (i) when delivered in person or sent by courier service or by registered
mail (postage prepaid), on the day on which such notice is received or rejected at the address for notices to such relevant Party;
(ii) if sent by facsimile, on the day of successful transmission (which shall be evidenced by an automatically generated transmission
confirmation report). The contact information of the Parties for the purposes of the notices are:


 


(a)If
to the Company:


 


Address:1/F, #6, Champs Elysees,
Nongyuan Road, Futian District,Shenzhen, PRC

Telephone: 0755 82988333

Fax: 0755 83171111

Email: stephen.zheng@visionchina.cn

Contact: Zheng Yumin


 


(b)If
to the Investors:


 


Zhongguang Investment


 


Address:21/F, Western Tower, Guangzhou
International Financial Center,

5 Zhujiang Xi Road, Zhujiangxincheng, Tianhe District, Guangzhou

Telephone: 020-88836036

Fax: 020-88831369

Email: xds@gdcsm.com

Contact: Xie Dingshan


 




    22


     


    

 


Baidu


 


Address: Baidu Building, 10 Shangdi 10th
Street, Haidian District, Beijing

Telephone: +86-10-59927317

Fax: +86-10-59920021

Email: fangyimin@biadu.com

Contact: Fang Yimin


 


(c)If
to the Guarantors:


 


VisionChina Media


 


Address:1/F, #6, Champs Elysees,
Nongyuan Road, Futian District,Shenzhen, PRC

Telephone: 0755 82988333

Fax: 0755 83171111

Email: chairman@visionchina.cn

Contact: Li Limin


 


Shenzhen HD


 


Address:1/F, #6, Champs Elysees,
Nongyuan Road, Futian District,Shenzhen, PRC

Telephone: 0755 82988333

Fax: 0755 83171111

Email: chairman@visionchina.cn

Contact: Li Limin


 


Shenzhen ChampsElysee


 


Address:1/F, #6, Champs Elysees,
Nongyuan Road, Futian District,Shenzhen, PRC

Telephone: 0755 82988333

Fax: 0755 83171111

Email: chairman@visionchina.cn

Contact: Li Limin


 


Li Limin


 


Address:1/F, #6, Champs Elysees,
Nongyuan Road, Futian District,Shenzhen, PRC

Telephone: 0755 82988333

Fax: 0755 83171111

Email: chairman@visionchina.cn

Contact: Li Limin


 




    23


     


    

 


Section 14.2.        Announcement


 


No Party hereto may or may publish or cause to
be published any news release or announcement relating to this Agreement or transactions contemplated hereby, or otherwise communicate
with any news media. The Parties shall cooperate with each other in connection with disclosure of any news release or timing and
content of any announcement.


 


Section 14.3.        Severability


 


If any provision or other term hereof is held
invalid, illegal or unenforceable in accordance with any Law and Regulation or public policy, all other provisions and terms shall
remain in full force and effect so far as the transactions contemplated hereby is not be affected in its economic or legal essence
in any manner materially adverse to any Party hereto. Where any provision or other term hereof is held invalid, illegal or unenforceable,
the Parties hereto shall negotiate in good faith to amend this Agreement to effect the Parties’ original intent as closely
as possible in an acceptable manner, so as to complete the transactions contemplated hereby as originally anticipated to the greatest
extent possible.


 


Section 14.4.        Entire
Agreement


 


This Agreement and all schedules and Appendices
attached hereto set forth the entire understanding and agreement among the Parties in connection with the transactions contemplated
hereby, and shall supersede any and all oral and written agreements and covenants among the Parties prior to the Execution Date
in connection with the transactions contemplated hereby.


 


Section 14.5.        Waiver


 


Any Party hereto may (a) extend the deadline for
any other Party’s performance of any obligation or any action to be taken hereunder, (b) waive its claim in respect of any
inaccuracy of any other Parties’ representations and warranties hereunder or under any other Transaction Document, or (c)
waive its right to require any other Party to comply with any provisions herein or any condition to be satisfied. Any such extension
or waiver may only take effect upon such obliged other Party’s execution of a written instrument setting forth such extension
or waiver. Any Party’s waiver of any breach of this Agreement shall not be deemed or construed as its further or continued
waiver of any such breach or its waiver of any other or subsequent breach. Unless otherwise specified herein, no failure or delay
by any Party in exercising any of its rights, power or remedy hereunder or otherwise available to it in accordance with Laws and
Regulations, shall operate as a waiver thereof; nor shall any single or partial exercise of the same by such Party preclude any
other or further exercise thereof or exercise of any other right, power or remedy.


 


Section 14.6.        Amendment


 


This Agreement may not be amended or modified
except by a written document executed by the Parties hereto.


 




    24


     


    

 


Section 14.7.        Assignment
and Succession


 


Unless otherwise specified herein or agreed in
writing by the Parties, no Party may transfer this Agreement or any of its rights and obligations hereunder by any reason. Notwithstanding
the foregoing, any Investor may assign its rights and obligations hereunder to its Affiliate without other Parties’ consent
thereto, provided that such Investor shall give prior notice of such Affiliate’s information to the Company. This Agreement
shall be binding upon and inure to the benefit of the Parties hereto and the successors and assigns thereof.


 


Section 14.8.        No
Third Party Beneficiary


 


This Agreement shall be binding upon and inure
to the benefit of the Parties hereto and their permitted assigns only. Any provision of this Agreement, whether express or implied,
is not intended to and shall not grant any right, benefit or remedy of any nature to any other Person.


 


Section 14.9.        Language


 


This Agreement is executed in Chinese language.


 


Section 14.10.     Counterpart


 


This Agreement is made in eight (8) copies, with
each Party holding one (1) copy, and all copies shall have the same legal effect.


 


[The remainder of this page is intentionally
left blank, and signature pages to follow.]


 




    25


     


    

 


IN WITNESS WHEREOF, this Agreement is duly executed
by each Party as of the date written above.


 


	Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.
	(Common Seal)
	 	 	 
	By:	/s/ Li Limin	(Signature)
	 	Name:  Li Limin	
	 	Title:   Legal Representative	


 


Signature Page of the Capital Increase Agreement
of

Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF, this Agreement is duly executed
by each Party as of the date written above.


 


	VisionChina Media Group Co., Ltd.
	(Common Seal)
	 	 	 
	By:	/s/ Li Limin 	(Signature)
	 	Name:  Li Limin	
	 	Title:   Legal Representative 	


 


Signature Page of the Capital Increase Agreement
of

Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF, this Agreement is duly executed
by each Party as of the date written above.


 


	Shenzhen High Definition Digital Television Industry Investment Co., Ltd.
	(Common Seal)
	 	 	 
	By:	/s/  Li Limin 	(Signature)
	 	Name:  Li Limin	 
	 	Title:   Legal Representative 	 


 


Signature Page of the Capital Increase Agreement
of

Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF, this Agreement is duly executed
by each Party as of the date written above.


 


	Shenzhen Champ Elysee Venture Capital Management Co., Ltd.
	(Common Seal)
	 	 	 
	By:	/s/ Li Limin 	(Signature)
	 	Name:  Li Limin  	 
	 	Title:    Legal Representative 	 


 


Signature Page of the Capital Increase Agreement
of

Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF, this Agreement is duly executed
by each Party as of the date written above.


 


	Li, Limin
	 	 	 
	By:	/s/ Li Limin 	(Signature)
	 	Name: Li Limin	 


 


Signature Page of the Capital Increase Agreement
of

Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF, this Agreement is duly executed
by each Party as of the date written above.


 


	Guangdong Zhongke Baiyun New Industry Venture Investment Co., Ltd.
	(Common Seal)
	 	 	 
	By:	/s/ Guan Yibo	(Signature)
	 	Name:  Guan Yibo	
	 	Title:    Legal Representative 	
	 	 	 
	Dongguan Zhongke Zhongguang Venture Investment Co., Ltd.
	(Common Seal)
	 	 	 
	By:	/s/ Zheng Qiang	(Signature)
	 	Name:  Zheng Qiang	 
	 	Title:    Legal Representative 	 


 


Signature Page of the Capital Increase Agreement
of

Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF, this Agreement is duly executed
by each Party as of the date written above.


 





	Beijing Baidu Network Information Technology Co., Ltd.
	(Common Seal)
	 	 	 
	By:	/s/ Liang Zhixiang	(Signature)
	 	Name:  Liang Zhixiang	 
	 	Title:    Legal Representative 	 


 


Signature Page of the Capital Increase Agreement
of

Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


Appendix
A


 


Representations
and Warranties of the Company and Guarantors


 


Unless otherwise specified in this Appendix,
the terms defined in the recital and Article I of this Agreement shall have the same meaning in this Appendix.


 


In order to cause Investors to execute this
Agreement and as conditions precedent to Investors’ entry into this Agreement, the Company and Guarantors hereby jointly
represent and warrant to Investors as follows:


 


		1.	Incorporation of the Company



 


The Company is a limited liability
company duly registered and incorporated, validly existing and in good standing under the laws of the PRC.


 


		2.	Authority, Authorization and Capacity of the Company



 


		(a)	The Company has full rights, capacity and power, and has lawfully obtained, completed and made all licenses, permits, authorizations,
qualifications, approvals, registrations and filings (collectively, “Government Authorization”) required to:
(i) own, use, operate, lease, license, dispose of its properties and assets (whether tangible or intangible), (ii) lawfully operate
the Business it is currently operating, and (iii) be duly incorporated and validly existing in accordance with laws, and such Government
Authorization is and will continue to be valid. The Company has not engaged in any conduct in breach of its Government Authorization.
The Company has submitted no application to relevant Government Authority for termination or alteration of the Business that it
is currently operating.



 


		(b)	Each of the Company and Guarantors has full capacity of civil right and civil conduct to execute and deliver Transaction Documents
and consummate the transactions contemplated thereby.



 


		(c)	Each of the Company and Guarantors has taken any and all actions required to be duly authorized to execute, deliver Transaction
Documents and consummate the transactions contemplated thereby. Any Transaction Document, once executed by the Company and Guarantors,
shall become legal, valid and binding obligations of the Company and Guarantors and may be enforced against the Company and Guarantors
in accordance with its terms.



 


		3.	No Conflict



 


The execution, delivery and performance
of any Transaction Document by each of the Company and Guarantors does not


 


		(a)	violate or conflict with its constitutional documents;



 




     


     


    

 


		(b)	violate or conflict with any Law and Regulation, Government Authority or Government Order applicable to it or its assets, properties
or businesses (or incur any event of Material Adverse Effect as a result of any Law and Regulation, Government Authority or Government
Order); or



 


		(c)	conflict with or result in breach of any agreement, license, permit, franchise or other binding document or arrangement to
which it is a party or which any of its businesses, assets or properties is subject to or affected by, or constitute default thereunder,
or require any consent or authorization in accordance therewith, or grant any other person any right to terminate, amend, accelerate
payment under, suspend, rescind or cancel such document or arrangement, or result in creation of any encumbrance upon the Company’s
equity or assets in accordance therewith.



 


		4.	Corporate Structure



 


The Company does not own, directly
or indirectly, any equity or other investment interest in any company, corporation, partnership, joint venture or other entity,
or purchase any right to any equity or other interest, including any equity registered or interest beneficially owned. The Company
is not a member of any partnership (nor does it engage in any part of Business through any partnership), and the Company is not
involved in any joint venture or similar arrangement and does not assume unlimited liability for any external investment.


 


		5.	Registered Capital



 


		(a)	Existing Shareholders have already paid up their payable subscribed contribution to the Company’s registered capital
prior to the proposed Capital Increase by Investor. Existing Shareholders have lawful, valid, full and unencumbered ownership to
all of the Company’s equity. There are no such option, stock option, convertible securities of any nature or other right,
agreement, arrangement or covenant that is related to the Company’s equity or obliges Existing Shareholders to sell the Company’s
equity or other interest in the Company. The Company is not obligated to repurchase, redeem or otherwise purchase any equity. The
Company does not have any contractual obligations to finance or invest in any other Person, whether by way of loan, capital contribution
or otherwise. Existing Shareholders have not made any oral or written covenant to any third party to sell, transfer, donate, pledge
or dispose of any of the Company’s equity.



 


		(b)	Upon completion of transactions contemplated hereby, Investors will have lawful, valid, full, exclusive and unencumbered ownership
to the Company’s equity they hold then, without any statutory or contractual obligation to make any additional investment.



 


		6.	Corporate Record



 


All resolutions of the shareholders’
general meeting (shareholders) and all resolutions of the board of directors (executive directors) of the Company kept on the Company’s
archive are true and precisely reflect all such resolutions adopted and matters considered by shareholders’ general meeting
(shareholders) and the board of directors (executive directors) of the Company.


 




     


     


    

 


		7.	Financial Information, Account and Record



 


		(a)	The Company has delivered to Investors (i) all the Company’s capital verification reports and all related notes and schedules
issued by its accountants since the Company’s inception, (ii) the Company’s audited balance sheets as of December 31,
2013 and 2014, respectively, and related audited income statement and cash flow for the two (2) financial years ending at such
dates, accompanied with all related notes and schedules (collectively, “Financial Statements”), (iii) the Company’s
unaudited balance sheet as of the last day of the most recent quarter prior to the Closing Date and related income statement and
cash flow, accompanied with all related notes and schedules (collectively, “Management Statements”), and (iv)
true and complete copies of audited financial reports. Financial Statements, Management Statements and audited financial reports
(A) are prepared based on the Company’s account and other financial records, (B) fairly reflect the Company’s financial
condition and results of operation as of relevant dates of such statements and for relevant periods, (C) are prepared in accordance
with Accounting Standard in the principle consistent with the Company’s practice in the past, and (D) have incorporated all
necessary adjustments (consisting of recurring payable and receivable items only) that fairly reflect the Company’s financial
condition and results of operation as of relevant dates of such statements and for relevant periods.



 


		(b)	The Company’s account and books and other financial record (i) have reflected all income and expenditures as well as
all assets and Liabilities required to be reflected in such record on the basis consistent with the Company’s practice in
the past and in accordance with applicable Accounting Standard, (ii) are complete and correct in all material respects, and contain
and reflect no material incorrectness or inconsistency, and (iii) are prepared in accordance with good business and accounting
practice.



 


		8.	No Undisclosed Liability



 


Except (i) Liabilities reflected or
reserved in Management Statements or (ii) Liabilities disclosed by the Company, the Company has no other liability.


 


		9.	Government Authorization



 


The Company has obtained all approvals,
permits, licenses and all Government Authorizations necessary for the Business that it is currently operating, and it is believed
that the Company can obtain any Government Authorization for the businesses that it plans to operate without paying any unreasonable
expense or cost. The Company has not been in breach of such Government Authorization in any material respect. All such Government
Authorizations remain valid, and have not expired or been revoked or terminated. Such Government Authorizations will not be revoked
or terminated, or expire as a result of any transaction contemplated hereby.


 


		10.	No Guaranty



 


The Company has not provided any form
of guaranty (including but not limited to charge, pledge or security) or set up any encumbrance on any of its assets for the benefit
of any other Person or covenanted to do so.


 




     


     


    

 


		11.	Demand



 


		(a)	There is no such Demand before any Government Authority that is initiated by or against the Company or may affect any of the
Company’s assets or properties or Business, or may affect this Agreement or the legality or enforceability of the transactions
hereunder. None of the Company or any of its Business, assets or properties is subject to any Government Order that has or would
have Material Adverse Effect, or may affect the legality, effect or enforceability of this Agreement or consummation of the transactions
contemplated hereby.



 


		(b)	There is no ongoing, pending or threatened litigation, arbitration, administrative proceeding, inquiry, government investigation,
dissolution or liquidation, or other legal proceeding that the Company is a party to or against any of the Company’s assets
or any transaction hereunder; nor is there any claim against the Company.



 


		12.	Compliance



 


		(a)	The Company has been at all times complying with and will continue to comply with all Laws and Regulations and Government Orders
applicable to the Company or any of its properties, assets or Business to operate its business within the approved scope of business,
and the Company has not been in breach of any such Law and Regulation or Government Order



 


		(b)	Existing Shareholders and the Company have been complying with all statutory requirements on capital increase under applicable
Laws and Regulations.



 


		13.	Material Contracts



 


		(a)	Each of the Material Contracts (i) is lawfully formulated and binding upon the parties thereto and in full force and effect,
and (ii) shall, upon completion of transactions contemplated hereby, continue to be in full force and effect and will not result
in any fine or other adverse consequence. The Company has not been in breach of any Material Contract.



 


		(b)	As of the Execution Date of this Agreement, no other party to any Material Contract has been in breach thereof, and the Company
has not been given any notice of termination, rescission of any Material Contract or default thereunder.



 


		(c)	There is no contract, agreement or other arrangement pursuant to which any preemptive right is granted to any Person to purchase
the Company’s material assets or properties or any equity (excluding that in ordinary course of business in a manner consistent
with customary practice in the past).



 


		14.	Intellectual Property



 


		(a)	The Company has complete and sole ownership and right of use to all IPs required for the Business it operates.



 


		(b)	The Company does not use any IP licensed by any third party Person in the course of Business.



 




     


     


    

 


		(c)	There is not dispute on the ownership of the Company’s IPs, and the Company has not conflicted with, infringed upon or
embezzled or otherwise violated any third party’s IP, and there is no pending Claim or Demand initiated against the Company
involving allegation of any of the foregoing.



 


		(d)	The Company has not granted any license or other right related to IP to any third party. The Company has already taken reasonable
actions to keep business secrets and other confidential IPs in confidence in line with common practice. To the best knowledge of
the Company, there is no event of infringement upon the Company’s any important business secret or other key IP by any Person.



 


		15.	Real Property



 


		(a)	Except those disclosed to Investors, the Company does not own or have any definitive intention to purchase any real property.



 


		(b)	All leases entered into in connection with the property used by the Company are lawful, valid and legally binding upon the
lessors thereunder.



 


		16.	Assets



 


		(a)	The Company lawfully owns or has the right to use all properties and assets that it has used or proposes to use or is otherwise
in possession of or using (“Assets”) in its course of business. The Company has lawful, valid and sole ownership
and right of use to all such Assets.



 


		(b)	The Company has been at all times maintaining Assets in line with good common practice, and all Assets are in a good operational
and maintenance status except wear and tear in ordinary course of use, and are fit for the purposes that they are currently used
or planned to be used for.



 


		(c)	The Company’s ownership or right of use or lease to the Assets will not be subject to any fine, or incur any other adverse
consequence arising from consummation of the transactions hereunder, including but not limited to any addition of expenses due
to consummation of the transactions hereunder.



 


		17.	Labor and Social Security



 


		(a)	The Company has complied with all applicable labor Laws and Regulations in all material respects, including but not limited
to those governing employment contracts, working hours, labor protection, minimum wages, overtime salary and dismissal compensation.
The Company has no pending or potential class labor dispute, slowdown or stoppage, and there is no pending or potential labor complaint
raised against the Company.



 


		(b)	Social Security and Housing Fund



 


		1)	The Company has complied with all applicable Laws and Regulations in connection with employees’ social security and housing
fund;



 


		2)	The Company has already paid up all payable amounts of social security and housing fund on or prior to such dates as they become
due; and



 




     


     


    

 


		3)	All payable amount of any social security or housing fund of any employee of the Company has been withheld and paid to relevant
Government Authority on or prior to such dates as they become due, and no Government Authority or employee of the Company has raised
any objection to or disagreed with such withholding.



 


		18.	No Connected Transaction



 


		(a)	No shareholder, senior officer or director of the Company, or any of their Affiliates is directly or indirectly interested
in any competitor, supplier or client of the Company; or directly or indirectly owns all or any portion of any tangible or intangible
property that has been used to operate Business or any other interest therein; or owes any debt to the Company.



 


		(b)	Except (i) compensation paid for services provided and (ii) reasonable expenses incurred on behalf of the Company to be reimbursed,
the Company does not assume any Liability or other obligation of any nature to any of its senior officers, directors and shareholders,
or any of their Affiliates.



 


		(c)	No Guarantor holds any other business that compete or with or is similar to the Business, except the Company.



 


		(d)	No transaction has occurred between the Company and any Affiliate.



 


		19.	Tax



 


		(a)	The Company has promptly and sufficiently filed tax returns and paid taxes in accordance applicable Laws and Regulations, and
has timely submitted all certificates and reports of tax payment as required by law.



 


		(b)	All taxes reflected in such certificates and reports of tax payment or otherwise due and payable have been timely paid up.



 


		(c)	All such certificates and reports of tax payment are in all material respects true, correct and complete, and there falsity
or error in the taxable amounts, applicable tax rates and items permitted to be deducted before tax set out in such certificates
and reports of tax payment.



 


		(d)	No tax authority has officially or unofficially proposed any adjustment to such certificates of tax payment, and to the knowledge
of the Company, there is no such basis of any such adjustment.



 


		(e)	No pending (and to the knowledge of the Company, no potential) assessment, penalty or litigation or legal proceeding on taxation
has arouse against the Company.



 


		(f)	No contract or transaction has been entered into by the Company for the purpose of illegal tax evasion.



 


		(g)	Such tax preferences or benefits disclosed by the Company to Investors as it is entitled to are true, valid, lawful and compliant.



 




     


     


    

 


		20.	Full Disclosure



 


Any and all facts in relation to the
Company or Business that may cause Material Adverse Effect have been disclosed to Investors sufficiently, and no misrepresentation
of any material fact is contained, and there is no omission of any material fact that may make such representation misleading.


 




     


     


    

 


Appendix
B


 


Representations
and Warranties of Guarantors


 


Each of Existing Shareholders (as shareholders
of the Company) and Li Limin, hereby represent and warrant to Investors as follows:


 


		1.	that it has full capacity of civil right and civil conduct to execute and deliver Transaction Documents and consummate the
transactions contemplated thereby;



 


		2.	that it has taken any and all actions required to execute, deliver and perform Transaction Documents and consummate the transactions
contemplated thereby. Any Transaction Document, once executed by Existing Shareholders, shall become Existing Shareholders’
legal, valid and binding obligations and may be enforced against Existing Shareholders in accordance with its terms.



 


		3.	that in performing any Transaction Document, each of Existing Shareholders and the Company will not (i) violate or conflict
with any Law and Regulation; or (ii) conflict with or result in breach of any agreement, contract, license or other document or
binding arrangement to which it is a party or which it is subject to or affected by, or constitute default thereunder;



 


		4.	Other than the Company, none of Existing Shareholders and their Affiliates holds any other business that is similar to or competes
with Business; and



 


		5.	There has been no litigation, arbitration or government or administrative investigation or penalty or other procedure initiated
by or against any Existing Shareholder.



 




     


     


    

 


Appendix
C


 


Representations
and Warranties of Investors


 


		1.	Incorporation and Authority of Investors



 


		a.	Each Investor is a company duly incorporated and validly existing under the laws of the PRC;



 


		b.	Each Investor has full capacity of civil right and civil conduct to execute and deliver Transaction Documents and consummate
the transactions contemplated thereby; and



 


		c.	Each Investor has taken any and all actions required to be duly authorized to execute, deliver Transaction Documents and consummate
the transactions contemplated thereby. Any Transaction Document, once executed by such Investor, shall become an Investor’s
legal, valid and binding obligations and may be enforced against such Investor in accordance with its terms.



 


		2.	No Conflict



 


Any Investor’s execution, delivery and performance
of any Transaction Document does not


 


		a.	violate or conflict with its constitutional documents;



 


		b.	violate or conflict with any Law and Regulation or Government Order applicable to its assets, properties or businesses (or
incur any event of Material Adverse Effect as a result of any Law and Regulation or Government Order); or



 


		c.	conflict with or result in breach of any agreement, license, permit, franchise or other document or binding arrangement to
which it is a party or which any of its assets or properties are subject to or affected by, or constitute default thereunder.



 


		3.	Demand



 


There are no such pending Demand initiated by or against
any Investor that may have a Material Adverse Effect on legitimacy, validity or enforceability of this Agreement or consummation
of the transactions contemplated by Transaction Documents.


 




     


     


    

 


Schedule
1


 


Form Shareholders’
Agreement


 




     


     


    

 


Schedule
2


 


Form Articles
of Association


 




     


     


    

 


Schedule
3


 


List of
Key Employees


 


	No.	 	Name	 	Department	 	Position	 	ID number
	1	 	Zheng Yuming	 	Senior Officer	 	Chief Operation Officer	 	440402198505039115
	2	 	Huang Yuqun	 	Senior Officer	 	Chief Technology Officer	 	360481198108193210
	3	 	Yang Tao	 	Research & Development Center	 	Platform Development Director	 	441521198001091636
	4	 	Shen Chensi	 	Research & Development Center	 	Terminal Development Director	 	360430197911170910
	5	 	Huang Weiqun	 	Research & Development Center	 	Senior Project Manager	 	440508198404013630
	6	 	Xing Xifeng	 	Research & Development Center	 	Senior Project Manager	 	610102196807073112
	7	 	Wan Zhenyan	 	Research & Development Center	 	Hardware Manager	 	42070319841025345X
	8	 	Liu Xingmi	 	Research & Development Center	 	Development Manager 

(back end)	 	412822198212021417
	9	 	Nan Jing	 	Research & Development Center	 	Development Manager 

(front end)	 	421125199009240071
	10	 	He Sheng	 	Product Operation Center	 	Senior Product Manager	 	440402198511149097
	11	 	Wang Zhen	 	Business Center	 	Marketing Manager	 	440301198605211515
	12	 	Wang Song	 	Business Center	 	Business Cooperation Manager	 	440301198307202311
	13	 	Lai Xiongfeng	 	Business Center	 	Business Flow Control Manager	 	440306198802120614
	14	 	Wang Xiaojun	 	Platform Exploration Center	 	General Manager, Wifi Media Construction in Jiangsu, Zhejiang & Anhui Provinces	 	620403197412060017
	15	 	Zheng Lei	 	Platform Exploration Center	 	Principal of Shanghai Wifi Project	 	412322198308220919
	16	 	Liang Zheng	 	Platform Exploration Center	 	Project Director	 	430404197906211058
	17	 	Liu Wei	 	Platform Exploration Center	 	Principal of Qianhai VisionChina Channel, COO of VisionChina Media	 	430105196701282528
	18	 	Sheng Weifan	 	Platform Exploration Center	 	Principal of VisionChina Media Channel in Guangdong Province	 	320106196503202014


 




     


     


    

 


Schedule
4


 


Form Certification
Letter of Capital Contribution


 


Shenzhen
Qianhai VisionChina Mobile Interactive Co., Ltd.


 


Certification
Letter of Capital Contribution


 


Attention to: [Investor]


 


Dear Sir or Madam,


 


The Company, Shenzhen Qianhai VisionChina Mobile
Interactive Co., Ltd., is a limited liability company incorporated in Shenzhen in accordance with the Laws of the People’s
Republic of China (the “PRC”).


 


On [date], the Company received from you
an increased capital amount of RMB[●] of the Company that you subscribed for.


 


Above all, you have become the Company’s
shareholder and hold [●]% of the Company’s equity.


 


The foregoing is hereby certified.


 


Shenzhen Qianhai VisionChina Mobile Interactive
Co., Ltd.

(Common Seal)


 


Legal Representative: (signature)


 




     


     


    

 


Schedule
5


 


Business
Cooperation Agreement


 




     


     


    

 


Schedule
6


 


List of
Business Contracts to Be Assigned


 


	Contract Name	 	Contracting

Party	 	Counterparty	 	Date of

Execution	 	Note
	Bus-based Wifi Hotspot Cooperation Agreement	 	VisionChina Media	 	Changsha Baojun Bus Co., Ltd.	 	April 14, 2014	 	-
	Guangzhou Smart Information System Wifi Project Cooperation Framework Agreement	 	VisionChina Media	 	Guangzhou Transportation Information Construction Investment Operation Co., Ltd.	 	March 2014	 	-
	Bus-based Mobile TV Installation Wifi Cooperation Agreement	 	VisionChina Media	 	Changchun Public Transportation (Group) Limited Liability Company	 	March 28, 2014	 	-
	Bus-based Wifi Hotspot Cooperation Agreement	 	VisionChina Media	 	Heilongjiang Feiyi Passenger Transportation Limited Liability Company	 	July 9, 2014	 	-
	VisionChina Media 3G Data Traffic Card Procurement Agreement	 	VisionChina Media	 	China United Network Communications Co., Ltd., Zhejiang Branch	 	A term of 5 years	 	-
	China Unicom Taizhou Branch – Application for Provision of Taizhou Public Transportation Information Service Free of Charge	 	-	 	
        Applicant:

        China United Network Communications Co., Ltd., Taizhou Branch;

         

        Application Recipient:

        Taizhou City People’s Government
	 	August 21, 2014	 	An application proposed by China United Network Communications Co., Ltd., Taizhou Branch, for construction of a public transportation information service platform with VisionChina Media. A definitive cooperation agreement to be executed by and between Qianhai VisionChina and China United Network Communications Co., Ltd., Taizhou Branch.


 




     


     


    

 


Schedule
7


 


List of
Business Contracts to Go through Execution Procedure


 


	Contract Name	 	Contracting

Party	 	Counterparty	 	Date of

Execution	 	Note
	Wuhan Bus-based Wifi Hotspot Cooperation Agreement	 	Qianhai VisionChina	 	Changsha Baojun Bus Co., Ltd.	 	A term of 5 years	 	To be signed and affixed with common seal by the parties thereto
	Information Product Business Use Agreement	 	Qianhai VisionChina	 	China Mobile Communications Corporation (Jilin) Co., Ltd., Changchun Urban Branch	 	February 2015	 	To be affixed with common seal by the counterparty thereto
	Shanghai Bus-based Wifi Hotspot Framework Agreement	 	Qianhai VisionChina	 	Shanghai Public Transportation Advertising Co., Ltd.	 	A term of 10 years	 	To be signed and affixed with common seal by the parties thereto


 




     


     


    

 


Schedule
8


 


List of
Equipment


 


As of February 28, 2015


 


	Place of

Installation/

Storage	 	Item	 	Configuration	 	Unit Price	 	Quantity	 	Amount
	Changzhou	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	500	 	1,025,000.00
	Guangzhou	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	2900	 	5,945,000.00
	Shenzhen	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,373.60	 	21	 	49,845.60
	Shenzhen	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	60	 	150,000.00
	Shenzhen	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	1511	 	3,097,550.00
	Xuzhou	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	40	 	82,000.00
	Xuzhou	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	100	 	250,000.00
	Zhaoqing	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	150	 	375,000.00
	Taizhou	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	100	 	250,000.00
	Nanjing	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	50	 	125,000.00
	Shanghai	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	25	 	62,500.00
	Tianjin	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	30	 	61,500.00
	Henglixin Testing	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	6	 	12,300.00
	Taizhou	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	9	 	18,450.00
	Tianjin	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	35	 	87,500.00
	Headquarters	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,050.00	 	4	 	8,200.00
	Headquarters	 	Hongdian Free Wifi/h9303	 	Unicom 3G mono-mode	 	2,373.60	 	4	 	9,494.40
	Headquarters	 	Hongdian Free Wifi/h9303	 	Seven-mode all network compatible	 	2,500.00	 	5	 	12,500.00
	Total	 	-	 	-	 	-	 	5550	 	11,621,840.00