This Indemnification Agreement (the “Agreement”) is entered into as of by and between VisionChina Media
Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors
or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against
risks of claims and actions against them arising out of their services to the corporation.
2. The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain highly
competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is
reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions
against them arising out of their services to the corporation.
3. The Company and Indemnitee do not regard the indemnities available under the Company’s current memorandum and
articles of association (the “Articles of Association”) as adequate to protect Indemnitee against the risks associated with his
service to the Company.
4. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is
willing to serve and continue to serve the Company on the condition that he be so indemnified.
In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:
The following terms shall have the meanings defined below:
Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of
which indemnification is sought by Indemnitee.
Change in Control shall be deemed to have occurred if, on or after the date of th