THIS VOTING AGREEMENT (this “ Agreement ”) is made and entered into as of the 30th day of March, 2007, by and
among (1) James Yujun Hu (the “ Beneficiary ”) and (2) SB Asia Investment Fund II L.P. (“ Company Shareholder ”),
shareholders of Acorn International, Inc., a Cayman Islands exempted company (the “ Company ”).
WHEREAS, as of the date hereof, the Company Shareholder is the legal and beneficial owner of the 17,709,815 Series A
preferred shares and 2,882,155 Series A-1 preferred shares, US$0.01 par value per share each, of the Company (the “ Company
Shareholder Shares ”);
WHEREAS, the Company is considering an initial public offering of Shares and American Depositary Shares (“ ADS ”)
and the listing of the ADS on the New York Stock Exchange (“ IPO ”); and
WHEREAS, the Company Shareholder has agreed to the 25% of shares of the Company registered in the name of the
Company Shareholder at any time (the “ Subject Shares ”) being voted in respect of all Corporate Actions (defined below) in the
manner contemplated hereto.
RIGHT TO VOTE SUBJECT SHARES
1.1 The Company Shareholder hereby agrees that on and after the Company’s IPO the Subject Shares may be voted by the
Beneficiary at each and every meeting of the shareholders of the Company called and at any adjournment or postponement
thereof and in any other circumstances upon which a vote, consent or other approval, solely in its capacity as a shareholder of
the Company is sought (“ Corporate Action ”). For the avoidance of doubt, this Agreement shall not (i) provide for or vest any
other rights to the Subject Shares in the Beneficiary whether in relation to right of transfer, dividends or return of capital and
(ii) apply to any Corporate Action taken prior to the completion of the Company’s IPO.
1.2 Contemporaneous with the signing of this Agreement, the Company Shareholder shall execute the proxy of favor of the
Beneficiary in the form set out in Schedule I hereto, which proxy shall be irrevo