EX-4.5






EXHIBIT 4.5




CHARM COMMUNICATIONS INC.




AMENDMENT NO. 1 TO



SHARE SUBSCRIPTION AGREEMENT



     This Amendment to the Share Subscription Agreement, dated as of July 16, 2008 (the
“Subscription Agreement”), by and among Charm Communications Inc., a Cayman Islands company (the
“Company”), Dynasty Cayman Limited (“Dynasty”), Swift Rise International Limited (“Swift Rise,” and
together with Dynasty, the “Investors”) and other parties listed on the signature page hereof, is
made as of August 15, 2008 by and among the Company, the Investors and the other parties set for on
the signature page hereof (this “Amendment”). Unless otherwise defined herein, capitalized terms
shall have the meanings ascribed to them in the Subscription Agreement.



     WHEREAS, the Investors has purchased an aggregate of 7,500,000 the Company’s Series A
Preferred Shares, par value US$0.0001 per share (the “Series A Preferred Shares”), from the Company
pursuant to the Subscription Agreement;



     WHEREAS, the Second Share Subscription Agreement has been entered into as of August 15, 2008
by and among the Company, Chaview Investments Limited (“Chaview”), and the other parties thereto,
pursuant to which Chaview has agreed to purchase an aggregate of 5,000,000 Series A Preferred
Shares (the “Second Subscription Agreement”);



     WHEREAS, the Company and the Investors wish to amend the Subscription Agreement upon and
subject to the terms and conditions set forth herein;



     NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:



     1. Amendment. Section 2.4 of the Subscription Agreement shall be amended and restated
and replaced in its entirety with the following language:




     “Section 2.4 Adjustment Shares.




     (a) So long as the Company has not completed an IPO before December 31, 2008, as soon
as practical and prior to April 30, 2009, the Company shall deliver to each Investor the
Company’s consolidated financial statements for the year ended December 31, 2008, which
shall be prepared in accordance with U.S. GAAP and audited by one of the “big four”
international accounting firms. The after-tax net income on such financial statements shall
be adjusted by: (i) excluding any earnings obtained through or as the result of any merger,
amalgamation or other business combination between any other entity and the Company or its
Subsidiaries unless such merger, amalgamation or other business combination has been
approved by the Investors in advance; (ii) excluding any extraordinary or non-recurring
earnings obtained by the Company or its Subsidiaries other than in their ordinary course of
business and (iii) eliminating the effect of extraordinary



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and non-recurring expenses (including expenses for share based compensation and
expenses and costs incurred in connection with the issuance of Series A Preferred Shares
hereunder and under the Second Subscription Agreement and deemed dividends and other
expenses and distributions related to Series A Preferred Shares) (the “2008 Net Income”).




     (b) Unless the 2008 Net Income (a) is equal to or greater than US$25 million, the
Company shall, and the Founder shall procure that the Company, reasonably promptly allot and
issue to each of the Investors, pro rata in accordance with the number of Shares being
purchased by each such Investor at Closing, but no later than June 30, 2009, such number of
additional Series A Preferred Shares (the “Adjustment Shares”) at no additional
consideration, free and clear of all Encumbrances, in accordance with the following formula:



Adjustment Shares = X x 60% (adjusted to eliminate fractional shares)




X = (Adjusted Equity Share % x [A + X + B] )  —  B




Where:




	 	 	 	 	 
	X

	 	=
	 	All adjustment shares for Dynasty, Swift Rise and Chaview
	 
	 	 	 	 
	A

	 	=
	 	Total number of Ordinary Shares of the Company
outstanding immediately after the Chaview Closing + 7,500,000
	 
	 	 	 	 
	B

	 	=
	 	12,500,000
	 
	 	 	 	 
	Adjusted Equity Share %

	 	=
	 	US$50 million / Adjusted Post-money Valuation
	 
	 	 	 	 
	Adjusted Post-money Valuation

	 	=
	 	US$280 million x (2008 Net Income / US$25 million)






     (c) For the avoidance of doubt, no adjustment will be made if the 2008 Net Income
is equal or greater than US$25 million.



     (d) The above formula shall be adjusted for any stock splits or stock dividend.



     (e) The terms and conditions relating to the Series A Preferred Shares are more
particularly described in the Articles of Association of the Company.”



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     2. Full Force and Effect. To the extent not expressly amended hereby, the
Subscription Agreement remains in full force and effect.



     3. Entire Agreement. This Amendment, together with the Subscription Agreement (to the
extent not amended hereby) and all exhibits and amendments thereto, represent the entire agreement
of the parties and shall supersede any and all previous contracts, arrangements or understandings
among the parties with respect to the subject matter herein.



     4. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Facsimile copies of signed signature pages shall be binding originals.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	Charm Communications Inc.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Mr. Dang He

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Passport Number: G00306355 	 
	 	 	 	 
	 



[Signature Page to Amendment No. 1 to Shares Subscription Agreement]





 









 





	 	 	 	 	 
	 	Movie-Forward Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Jetlong Technology Limited

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Charm Hong Kong Limited

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Nanning Jetlong Technology Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 1 to Shares Subscription Agreement]





 









 





	 	 	 	 	 
	 	Beijing Boda Charm Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Beijing Xingyang Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Xinyang Heli Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Xinxin Charm Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 1 to Shares Subscription Agreement]





 









 





	 	 	 	 	 
	 	Yida Charm Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Shidai Charm Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Ruiyi Youshi Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 1 to Shares Subscription Agreement]





 









 





	 	 	 	 	 
	 	Shanghai Haobangyang Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Hubei Haobangyang Advertising Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 
	 	Beijing Yuanjing Ruishi Culture Co., Ltd.

 	 
	 	By:  	/s/
He Dang 	 
	 	 	Name:  	He Dang 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 1 to Shares Subscription Agreement]





 









 





	 	 	 	 	 
	 	Dynasty Cayman Limited

 	 
	 	By:  	/s/
Gordon Clancy 	 
	 	 	Name:  	Gordon Clancy 	 
	 	 	Title:  	 	 
	 
	 	Swift Rise International Limited

 	 
	 	By:  	/s/
Xiaotao Chen 	 
	 	 	Name:  	Xiaotao Chen 	 
	 	 	Title:  	 	 
	 



[Signature Page to Amendment No. 1 to Shares Subscription Agreement]