0001145549-07-001790 Sample Contracts

Focus Media Holding LTDExclusive Service Agreement (October 24th, 2007)
Focus Media Holding LTDAMONG LEI LIU YONG SHI (October 24th, 2007)
Focus Media Holding LTDEquity Interests Pledge Agreement (October 24th, 2007)

This Equity Interests Pledge Agreement is entered into on the day of May 17, 2005 in Shanghai by and between the following parties:

Focus Media Holding LTDPROXY AGREEMENT AMONG (October 24th, 2007)
Focus Media Holding LTDPROXY AGREEMENT (October 24th, 2007)

This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of November 30, 2004 by and among the following Parties:

Focus Media Holding LTDEXHIBIT 10.23 ASSET TRANSFER AGREEMENT (October 24th, 2007)
Focus Media Holding LTDEquity Interests Pledge Agreement (October 24th, 2007)

This Equity Interests Pledge Agreement is entered into on the day of November 1, 2004 in Shanghai by and between the following parties:

Focus Media Holding LTDSHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT among Xiangdong Xiong New Allyes Information Technology (Shanghai) Co., Ltd and Shenzhen Baifen Creation Advertisement Co., Ltd. (October 24th, 2007)

This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of November 1, 2004 by and among the following Parties:

Focus Media Holding LTDSHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT among Xiangdong Xiong New Allyes Information Technology (Shanghai) Co., Ltd and Shanghai Allyes Advertisement Co., Ltd. (October 24th, 2007)

This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of January 30, 2003 by and among the following Parties:

Focus Media Holding LTDBY AND AMONG (October 24th, 2007)
Focus Media Holding LTDEquity Interests Pledge Agreement (October 24th, 2007)

This Equity Interests Pledge Agreement is entered into on the day of July 1, 2006 in Shanghai by and between the following parties:

Focus Media Holding LTDLOAN AGREEMENT (October 24th, 2007)
Focus Media Holding LTDEquity Interests Pledge Agreement (October 24th, 2007)

This Equity Interests Pledge Agreement is entered into on the day of July 1, 2006 in Shanghai by and between the following parties:

Focus Media Holding LTDLoan Agreement (October 24th, 2007)
Focus Media Holding LTDSHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT among Suyang Zhang New Allyes Information Technology (Shanghai) Co., Ltd and Shanghai Kuantong Advertisement Co., Ltd. (October 24th, 2007)

This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of July 1, 2006 by and among the following Parties:

Focus Media Holding LTDLoan Agreement (October 24th, 2007)
Focus Media Holding LTDAMONG (October 24th, 2007)
Focus Media Holding LTDEquity Interests Pledge Agreement (October 24th, 2007)

This Equity Interests Pledge Agreement is entered into on the day of May 17, 2005 in Shanghai by and between the following parties:

Focus Media Holding LTDCONFIDENTIAL EXECUTION VERSION EQUITY PLEDGE AGREEMENT (October 24th, 2007)
Focus Media Holding LTDCall Option Agreement among Hailong Zhu New Allyes Information Technology (Shanghai) Co., Ltd and Shanghai MSN Advertisement Co., Ltd. (October 24th, 2007)

This Call Option Agreement (this “Agreement”) is entered into in Shanghai of the People’s Republic of China (the “PRC”) as of November 30, 2004 by and among the following Parties:

Focus Media Holding LTDEquity Interests Pledge Agreement (October 24th, 2007)

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

Focus Media Holding LTDSupplemental Agreement For Loan Agreement (October 24th, 2007)

This Supplement Agreement For Loan Agreement (this “Supplemental Agreement”) is entered into as of March 20, 2006 by and among the following Parties:

Focus Media Holding LTDACKNOWLEDGEMENT LETTER (October 24th, 2007)
Focus Media Holding LTDEXHIBIT 10.31 CONFIDENTIAL TECHNOLOGY TRANSFER AGREEMENT (October 24th, 2007)
Focus Media Holding LTDLEI LIU YONG SHI (October 24th, 2007)
Focus Media Holding LTDSHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT among Suyang Zhang New Allyes Information Technology (Shanghai) Co., Ltd and Shanghai Quanshi Advertisement Co., Ltd. (October 24th, 2007)

This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of May 17, 2005 by and among the following Parties:

Focus Media Holding LTDCall Option Agreement among Hailong Zhu New Allyes Information Technology (Shanghai) Co., Ltd and Shanghai Huxin Advertisement Co., Ltd. (October 24th, 2007)

This Call Option Agreement (this “Agreement”) is entered into in Shanghai of the People’s Republic of China (the “PRC”) as of November 30, 2004 by and among the following Parties:

Focus Media Holding LTDRECITALS (October 24th, 2007)
Focus Media Holding LTDSHARE PURCHASE AGREEMENT AMONG ALLYES INFORMATION TECHNOLOGY COMPANY LIMITED, THE SELLING SHAREHOLDERS HERETO and FOCUS MEDIA HOLDING LIMITED dated as of February 28, 2007 (October 24th, 2007)

This SHARE PURCHASE AGREEMENT, dated as of February 28, 2007, among ALLYES INFORMATION TECHNOLOGY COMPANY LIMITED, an exempted company limited by shares under the laws of the Cayman Islands (“Allyes” or the “Company”), holders of outstanding share capital of the Company set forth on Schedule 1.1 hereto (the “Selling Shareholders”), and FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of the Cayman Islands (“Focus Media” or the “Buyer”).

Focus Media Holding LTDASSET TRANSFER AGREEMENT among Shanghai Allyes Advertisement Co., Ltd. New Allyes Information Technology (Shanghai) Co., Ltd. Xiangdong Xiong And Jiangang Wang (October 24th, 2007)

The Seller is engaged in the business of the design, produce, agency and dissemination of advertisement via website. The Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, the assets in connection with the business of the Seller, upon the terms and subject to the conditions set forth in this Agreement.

Focus Media Holding LTDSHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT among Jiangang Wang New Allyes Information Technology (Shanghai) Co., Ltd and Shanghai Kuantong Advertisement Co., Ltd. (October 24th, 2007)

This Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is entered into as of July 1, 2006 by and among the following Parties:

Focus Media Holding LTDEXHIBIT 10.25 CONFIDENTIAL EQUITY PLEDGE AGREEMENT (October 24th, 2007)
Focus Media Holding LTDCall Option Agreement among Suyang Zhang New Allyes Information Technology (Shanghai) Co., Ltd and Shanghai Huxin Advertisement Co., Ltd. (October 24th, 2007)

This Call Option Agreement (this “Agreement”) is entered into in Shanghai of the People’s Republic of China (the “PRC”) as of November 30, 2004 by and among the following Parties:

Focus Media Holding LTDExhibit 10.93 ASSET AND BUSINESS ACQUISITION AGREEMENT This ASSET AND BUSINESS ACQUISITION AGREEMENT (this "AGREEMENT") is entered into as of July 1, 2003 and comes into effect on the same day by and between the following two Parties: (1) SHANGHAI ... (October 24th, 2007)
Focus Media Holding LTDTRUST AGREEMENT BY AND BETWEEN (October 24th, 2007)