EXECUTION PAGE]Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
Company FiledJune 2nd, 2006 IndustrySHANGHAI 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