Focus Media Holding LTD Sample Contracts

AMONG
Share Purchase Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies • New York
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RECITALS
Shareholders Agreement • June 14th, 2005 • Focus Media Holding LTD • New York
LOAN AGREEMENT
Loan Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies • Hong Kong
AMERICAN DEPOSITARY SHARES REPRESENTING * ORDINARY SHARES (PAR VALUE US$0.00005 PER SHARE)
Underwriting Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies • New York
RECITALS
Non-Competition Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies • New York
BY AND AMONG
Trademark License Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
COOPERATION AGREEMENT
Cooperation Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
AMONG
Share Purchase Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies • New York
AGREEMENT
Agreement • June 14th, 2005 • Focus Media Holding LTD
AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES (PAR VALUE US$0.00005 PER SHARE)
Underwriting Agreement • November 1st, 2007 • Focus Media Holding LTD • Services-advertising agencies • New York
AMONG
Share Purchase Agreement • September 18th, 2006 • Focus Media Holding LTD • Services-advertising agencies • Hong Kong
PROXY AGREEMENT AMONG
Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
AMONG LEI LIU YONG SHI
Call Option Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
EXHIBIT 10.31 CONFIDENTIAL TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
EXHIBIT 10.23 ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
RECITALS
Tax Indemnity Agreement • June 14th, 2005 • Focus Media Holding LTD • New York
PROXY AGREEMENT AMONG LEI LIU YONG SHI
Proxy Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
Loan Agreement
Loan Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
Equity Interests Pledge Agreement
Equity Interests Pledge Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies

This Equity Interests Pledge Agreement is entered into on the day of November 30, 2004 in Shanghai by and between the following parties:

LOAN AGREEMENT BY AND BETWEEN
Loan Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
EXHIBIT 10.96 CONFIDENTIAL ADVERTISEMENT DISSEMINATION AGREEMENT
Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
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EXHIBIT 10.25 CONFIDENTIAL EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
EARNOUT AGREEMENT
Earnout Agreement • June 14th, 2005 • Focus Media Holding LTD • New York
Exclusive Service Agreement
Exclusive Service Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
EXECUTION PAGE]
Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies

SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered address: Room 1003 F, No.1027, Changning Road, Changning District, Shanghai) and JIMMY WEI YU (Identity Card Number: 310106731015081) (hereinafter the "PARTICIPATING SHAREHOLDER"), and SHANGHAI PERFECT MEDIA ADVERTISING AGENCY CO., LTD. (registered address: No. 4278 Zhennan Road, Shanghai) (hereinafter the "PARTICIPATED TARGET COMPANY"), as independent party, hereby agree to participate in the Shareholders' Voting Rights Proxy Agreement among Focus Media Technology (Shanghai) Co., Ltd. (hereinafter "FOCUS MEDIA TECHNOLOGY"), Shanghai Focus Media Advertisement Co., Ltd. and other relevant parties (hereinafter the "PROXY AGREEMENT") dated March 28 2005. Participating Shareholder and Participated Target Company agree to entrust the Trustees designated by Focus Media Technology to exercise the voting rights in Participated Target Company in respect of 100% of the equity interest in the registered capital of Participated Target Compa

LIMITED GUARANTEE
Limited Guarantee • January 18th, 2013 • Focus Media Holding LTD • Services-advertising agencies • New York

LIMITED GUARANTEE, dated as of December 19, 2012 (this “Limited Guarantee”), by CITIC Capital MB Investment Limited (the “Guarantor”) in favor of Focus Media Holding Limited (the “Guaranteed Party”).

DEPOSIT AGREEMENT
Deposit Agreement • July 11th, 2005 • Focus Media Holding LTD • Services-advertising agencies • New York
ASSET TRANSFER AGREEMENT among Shanghai Huxin Advertisement Co., Ltd New Allyes Information Technology (Shanghai) Co., Ltd. Suyang Zhang And Hailong Zhu
Asset Transfer Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies

This ASSET TRANSFER AGREEMENT (this “Agreement”), dated as of November 30, 2004, is entered into by and between the following parties:

DEPOSIT AGREEMENT ------------------------------------------------------------- ------------------- by and among
Deposit Agreement • April 2nd, 2007 • Focus Media Holding LTD • Services-advertising agencies • New York
SHAREHOLDERS AGREEMENT by and among FOCUS MEDIA HOLDING LIMITED JJ MEDIA INVESTMENT HOLDING LIMITED FRONT LEAD INVESTMENTS LIMITED LIMIN LI and VISIONCHINA MEDIA INC. as of January 13, 2011
Shareholders Agreement • July 12th, 2011 • Focus Media Holding LTD • Services-advertising agencies • New York

THIS SHAREHOLDERS AGREEMENT, dated as of January 13, 2011 (this “Agreement”), is made by and among VISIONCHINA MEDIA INC., a company organized under the laws of the Cayman Islands (the “Company”), FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of the Cayman Islands (the “Focus Shareholder”), JJ MEDIA INVESTMENT HOLDING LIMITED, a company organized under the laws of the British Virgin Islands (the “JJ Media Shareholder”), FRONT LEAD INVESTMENTS LIMITED, a company organized under the laws of the British Virgin Islands (the “Existing Shareholder”), and Limin Li, an individual whose PRC ID no. is 440301610103081 (each a “Party” and collectively the “Parties”).

SECURITIES PURCHASE AGREEMENT dated as of December 30, 2010 by and among VisionChina Media Inc. Focus Media Holding Limited and The Other Investors Named Herein
Securities Purchase Agreement • July 12th, 2011 • Focus Media Holding LTD • Services-advertising agencies • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of December 30, 2010 (this “Agreement”), is made by and among VisionChina Media Inc., a Cayman Islands company, (the “Company”), Focus Media Holding Limited, a Cayman Islands company (the “Focus Investor”), and the Persons other than the Focus Investor whose names are listed in first column from the left of Schedule I hereto (the “Other Investors”, and each an “Other Investor”). The Focus Investor and the Other Investors are collectively referred to herein as the “Investors”, and each an “Investor”.

ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF EQUITY PLEDGE AGREEMENT
Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
BY AND AMONG
Business Cooperation Agreement • October 24th, 2007 • Focus Media Holding LTD • Services-advertising agencies
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