[Charm Communications Inc. , 2014 Shareholders of Charm Communications Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Charm Communications Inc. (the “Company”) to be held on , 2014 at a.m. (Hong Kong time). The meeting will be held at the offices of Simpson Thacher] [EXECUTION VERSION DATED May 19, 2014 ENGADIN MERGER LIMITED as Borrower - and- BANK OF CHINA LIMITED, LONDON BRANCH as Lender US$60,000,000 LOAN FACILITY AGREEMENT CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. THE FACILITY 15 3. PURPOSE 15 4. CONDITIONS OF UTILISATION 15 5. UTILISATION] [Project CLARITY Presentation to the Special Committee May 16, 2014 CONFIDENTIAL: For the Special Committee’s Use Only Project CLARITY Disclaimer This presentation and any other (written or oral) information or documents provided in connection herewith (“materials”) have been prepared by China Renaissance Securities (Hong Kong) Limited (“China Renaissance”) for use solely by the Special Committee of Charm Communications Inc. (the] [Strictly Confidential ROLLOVER AND SUPPORT AGREEMENT May 19, 2014 Agreement Holdco” Parent Company Schedule A Shareholder Shareholders This ROLLOVER AND SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, Engadin Merger Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Parent (“ Shares Owned Shares Schedule A Securities WHEREAS, as of the date hereof, each] [Strictly Confidential LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Merry Circle Honour Idea Guarantor Guarantors Beneficial Owner Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date] [Strictly Confidential LIMITED GUARANTEE LIMITED GUARANTEE, Limited Guarantee Guarantor Guaranteed Party 1. GUARANTEE. Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap it being understood Schedule A Other Guarantor Other Guarantee (a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented] [Strictly Confidential EQUITY COMMITMENT LETTER May 19, 2014 Engadin Holdings Limited c/o Codan Trust Company (Cayman) Limited Cricket Square, PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands Ladies and Gentlemen: Sponsor Holdco Merger Agreement Company Parent Merger Sub Merger This letter agreement sets forth the commitment of CMC Capital Partners, L.P., a limited partnership organized and existing under the Laws] [Strictly Confidential CONSORTIUM AGREEMENT Agreement Founder Founder Shareholders Founder Parties Sponsor Consortium Member Consortium CONSORTIUM AGREEMENT, dated September 30, 2013 (this “ Transaction Target Exchange Act WHEREAS, the Consortium Members propose to undertake an acquisition transaction (the “ Holdco Acquisition Company Closing Surviving Company WHEREAS, (a) in connection with the Transaction, the Consortium Members propose to form a new company] [He Dang Honour Idea Limited c/o Charm Communications Inc. CN01 Legend Town, No.1 Ba Li Zhuang Dong Li, Chaoyang District, Beijing 100025, PRC. Telephone: +8610 85562999 Full Quantum Investments Limited Credit Suisse Trust Limited as trustee of the Dang Family Trust 1 Raffles Link #05-02 Singapore 039393 Telephone: +65 6212 6943]