EX-10.9






EXHIBIT 10.9


Translation



THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE ACT, UNDER
ANY OTHER APPLICABLE SECURITIES LAWS AND ANY APPLICABLE STATE SECURITIES LAWS.




CHARM COMMUNICATIONS INC.




PROMISSORY NOTE



	 	 	 
	US$19,560,000

	 	January 20, 2010






     WHEREAS, Charm Communications Inc., a company established and existing under the laws of the
Cayman Islands with its registered office situated at P.O. Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands (the “Company”) entered into a share subscription agreement with Aegis
Media Pacific Ltd. (“Aegis”) dated January 20, 2010 (the “Share Subscription Agreement”).



     WHEREAS, as a condition to the closing under the Share Subscription Agreement, the Company
entered into a share repurchase agreement with the Merry Circle Trading Limited, a company
incorporated and existing under the laws of the British Virgin Islands with its registered office
situated at Alara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands (the “Shareholder”) dated January 20, 2010, pursuant to which the Company shall, upon
closing, repurchase 4,890,000 Ordinary Shares of the Company held by the Shareholder for an
aggregate price of US$19,560,000 (“Founder Repurchase Amount”). The Shareholder is 100%
beneficially owned by Mr. Dang He (the “Founder”).



     In consideration of the Shareholder’s forbearance of immediate collection of the Founder
Repurchase Amount, the Company hereby agrees to pay to the Shareholder or its assigns (the
“Holder”), or, if applicable under Clause 6 below, secured party Chaview Investments Limited
(“Chaview”), the principal sum of Nineteen Million Five Hundred and Sixty Thousand US Dollars
(US$19,560,000) (“Principal Amount”), together with accrued and unpaid interest thereon, each due
and payable on the dates and in the manner set forth below.



     Unless otherwise defined herein, all capitalized terms used herein shall have the meanings
ascribed to them in the Security Agreement (the “Security Agreement”) dated January 20, 2010 by and
among Chaview Investments Limited (“Chaview”), Merry Circle Trading Limited and Mr. Dang He)




	1.	 	REPAYMENT; ACCOUNT
	 
	 	 	Subject to Clauses 4 and 6 below, the outstanding Principal Amount on this Note and accrued
interest on this Note shall be due and payable on the first (1st) anniversary of the date of
this Note (“Maturity Date”). Upon the Maturity Date or the date of the Acceleration Demand
Notice (defined below), as the case maybe, the Company shall pay the Principal Amount
together with accrued and unpaid interest thereon into the Escrow Account or the Designated
Account, as long as the Obligations remain outstanding and have not been fully paid,
performed or terminated..




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	2.	 	INTEREST RATE
	 
	 	 	Interest shall accrue on the outstanding Principal Amount on this Note on and from the date
of this Note until the Company’s full repayment of the Principal Amount. Such interest
shall accrue daily at a simple rate equal to 4.75% per annum. Interest shall be calculated
on the basis of a 365-day year for the actual number of days elapsed.
	 
	3.	 	IRREVOCABLE POWER OF ATTORNEY COUPLED WITH INTEREST
	 
	 	 	The Holder hereby grants an irrevocable power of attorney coupled with an interest to
Chaview and its successors and assigns for the purpose of serving an Acceleration Demand
Notice (as defined under Clause 4), and any such Acceleration Demand Notice executed and
served by Chaview and its successors and assigns pursuant to this Clause 3 shall be binding
on the Holder and the Company. For the avoidance of doubt, the power of attorney granted
under this Clause 3 shall terminate on the date when the Obligations have been fully paid,
performed or terminated.
	 
	4.	 	ACCELERATION
	 
	 	 	Notwithstanding the provisions of Clause 1 above, and prior to the Maturity Date, the
Holder, or for so long as any Obligation remains outstanding and has not been fully paid,
performed or terminated, its attorney-in-fact, Chaview, shall be entitled to demand the
immediate repayment of all or any part of the Principal Amount and interest accrued
thereupon on the date of or at any time after the consummation of the Company’s Initial
Public Offering (defined under the Second Amended and Restated Shareholders Agreement
entered into among Chaview, the Founder, Aegis, Merry Circle and others on January 20,
2010) by serving an acceleration demand notice in the form attached as Exhibit A hereto
(the “Acceleration Demand Notice”) to the Company, and upon serving such Acceleration Demand
Notice, all of the Principal Amount and interest accrued thereupon shall become immediately
repayable, without set-off, deduction or counter-claim of any nature, on such date. The
Company shall, following receipt of such Acceleration Demand Notice, repay all of the
Principal Amount and interest accrued thereupon and deposit the same into the Escrow Account
or the Designated Account within the same day.
	 
	5.	 	USAGE
	 
	 	 	The Principal Amount shall be utilized by the Company as its working capital to fund its
ongoing business operations and any investment opportunities.
	 
	6.	 	PLEDGE OF NOTE
	 
	 	 	As security for the Shareholder’s and Mr. Dang He’s respective obligations to satisfy the
Obligations, and for so long as the Obligations remain outstanding and have not been fully
paid, performed or terminated, the Shareholder shall pledge and escrow with Chaview this
Note, including all renewals, extensions and modifications of the same, and without limiting
the generality of the foregoing, the present, continuing and future right to make claim for,
collect or cause to be collected, receive or cause to be received directly from the Company
all payments of the outstanding Principal Amount and interest and other sums of money
payable thereunder to be held by Chaview in accordance with the terms and conditions of the
Security Agreement. The Company hereby confirms and acknowledges the pledge of this Note,
and provided any Obligation remains outstanding and has not been fully paid, performed or
terminated on the Maturity Date or upon its receipt of an Acceleration Demand Notice, shall
pay the Principal Amount and accrued interest into the Escrow Account or the Designated
Account, as applicable on the Maturity Date, or upon the Holder or its attorney-in-fact
Chaview serving the Acceleration Demand Notice under Clause 4, as applicable. For the




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	 	 	avoidance of doubt, the pledge of this Note under this Clause 6 shall terminate on the date
that the Obligations have been fully paid, performed or terminated.
	 
	7.	 	ACKNOWLEDGE AND CONSENT BY CHAVIEW
	 
	7.1	 	Chaview hereby acknowledges the terms and conditions of this Note by signing on this Note.
	 
	7.2	 	The Company and the Holder hereby covenant with Chaview that they shall not amend, supplement
or otherwise vary any term of this Note, or waive any observance or breach of any term of this
Note, without the prior written consent of Chaview.
	 
	8.	 	FOUNDER’S OBLIGATIONS
	 
	 	 	The Founder shall procure the Holder (excluding Chaview) to promptly perform its obligations
under this Note.
	 
	9.	 	TAX
	 
	 	 	The Company shall bear any and all tax obligations arising from this Note and the
transactions contemplated hereby in accordance with related laws and regulations. If the
Holder is required to pay any tax by any law, regulation or government department due to
this Note and the transactions contemplated hereby, such tax shall be paid or reimbursed by
the Company, where applicable.
	 
	10.	 	SUCCESSION AND ASSIGNMENT
	 
	 	 	This Note shall bind upon the parties hereto and their respective successors and assignees.
Without the prior written consent of the Holder and Chaview, the Company shall not transfer
any of its rights or obligations under this Note.
	 
	11.	 	CONFIDENTIALITY
	 
	 	 	The parties hereto acknowledge that the terms and conditions is confidential information.
The parties shall maintain the confidentiality of all such information, and without the
written consent of the other party, a party shall not disclose any relevant information to
any third party, except in the following circumstances: (a) such information is or will be
in the public domain (provided that this is not the result of a public disclosure by the
receiving party); (b) information disclosed as required by applicable laws or rules or
regulations of any stock exchange; or (c) information required to be disclosed by a party to
its legal counsel or financial advisor regarding the transaction contemplated hereunder, and
such legal counsel or financial advisor are also bound by confidentiality duties similar to
the duties in this section. Disclosure of any confidential information by any staff member
or agent hired by a party shall be deemed disclosure of such confidential information by
such party and such party shall be held liable for such breach under this Note. This section
shall survive the termination of this Note for any reason.
	 
	12.	 	LOST, STOLEN, DESTROYED OR MUTILATED NOTES
	 
	 	 	In case this Note shall be mutilated, lost, stolen or destroyed, the Company shall issue a
new Note of like date, tenor and denomination and deliver the same in exchange and
substitution for and upon surrender and cancellation of the mutilated Note, or in lieu of
the Note lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company of
the loss, theft or destruction of the Note.
	 
	14.	 	GOVERNING LAW AND DISPUTE RESOLUTION




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	 	 	This Note shall be governed by, and construed in all respects, in accordance with the laws
of Hong Kong Special Administrative Region of the People’s Republic of China. In the event
any dispute arises between the Company and the Holder out of or in relation to this Note,
then either party may submit the dispute for arbitration at the Hong Kong International
Arbitration Center in accordance with its rules then in effect. Any arbitral award shall be
final and binding on the parties.
	 
	15.	 	AMENDMENTS AND WAIVERS
	 
	 	 	Subject to Clause 7.2, any term of this Note may be amended, and the observance of any term
of this Note may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Holder, Chaview and the
Company. Any amendment or waiver effected in accordance with this Clause 15 shall be
binding upon the Holder and its successors and assigns and the Company.





[Signatures to follow]









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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its representative,
thereunto duly authorized as of the date first above written.




	 	 	 
	SEALED with THE COMMON SEAL of

	 	)
	CHARM COMMUNICATIONS INC.

	 	)
	and

	 	)
	SIGNED by DANG HE

	 	) /s/ Dang He
	for and on behalf of

	 	)
	CHARM COMMUNICATIONS INC.

	 	)
	in the presence of

	 	)
	 
	 	 
	SEALED with THE COMMON SEAL of

	 	)
	MERRY CIRCLE TRADING LIMITED

	 	)
	and

	 	)
	SIGNED by DANG HE

	 	) /s/ Dang He
	for and on behalf of

	 	)
	MERRY CIRCLE TRADING LIMITED

	 	)
	 

	 	)
	in the presence of

	 	)
	 
	 	 
	SEALED with THE COMMON SEAL of

	 	)
	CHAVIEW INVESTMENTS LIMITED

	 	)
	and

	 	)
	SIGNED by STEPHEN LEE

	 	) /s/ Stephen Lee
	for and on behalf of

	 	)
	CHAVIEW INVESTMENTS LIMITED

	 	)
	in the presence of

	 	)











 









 








EXHIBIT A




FORM OF ACCELERATION DEMAND NOTICE


Date:                     




Charm Communications Inc. (the “Company”)

26th Floor, Oriental Media Center

4 Guanghua Road, Chaoyang District

Beijing 100026

People’s Republic of China




Sent Via Certified Mail




Dear Sirs,



We, [          ] [as attorney-in-fact of the Holder (defined under the Note)], are writing in
regard to a promissory note (the “Note”) issued by the Company on                     , 2010 to Merry Circle
Trading Limited, pursuant to which the Company shall repay the Principal Amount (as defined in the
Note) and the interest accrued thereon in full upon delivery of a written acceleration demand
served by us. The Principal Amount and the interest accrued as of the date hereof in the aggregate
amount of US$                     is now due immediately, and shall be paid into the following
bank account in full:




Account Name:

Account No.:

Bank Name:

Bank Address:

Swift Code:



Thank you for your immediate attention in this matter.




Very truly yours,

[                              ]

[as Attorney-In-Fact of the Holder]




By:                                         




Name: [                    ]

Title:   [                    ]




Exhibit A