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
COOPERATION AGREEMENTCooperation Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies
EXHIBIT 10.53 CONFIDENTIAL CALL OPTION AGREEMENTCall Option Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies
EXHIBIT 10.95 CONFIDENTIAL TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies
EXHIBIT 10.52 CONFIDENTIAL EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies
EXHIBIT 10.89 Call Option Agreement-Participation Letter of Shenzhen Bianjie ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OFFocus 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 SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD., (registered address: Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDER"), and SHENZHEN BIANJIE BUILDING ADVERTISEMENT CO., LTD. (registered address: Room 1020A, Qunxing Plaza, No. 38 Hongli Road, Futian District, Shenzhen) (hereinafter the "NEW TARGET COMPANY"), as independent party, hereby agree to participate in the Shareholders' Voting Rights Call Option Agreement among Focus Media Technology (Shanghai) Co., Ltd. (hereinafter "FOCUS MEDIA TECHNOLOGY"), Shanghai Focus Media Advertisement Co., Ltd. and other relevant parties (hereinafter the "CALL OPTION AGREEMENT") dated March 28 2005. The Participating Shareholder hereby grant Focus Media Technology with an irrevocable equity Call Option (hereinafter "CALL OPTION") in respect to 99
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF EQUITY PLEDGE AGREEMENTFocus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT AMONGRights Proxy Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies
AMONGSahre Purchase Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies • Hong Kong
ACKNOWLEDGE LETTER FOR PARTICIPATION OF EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies
Call Option Agreement New Focus Advertising Agency Acknowledgement LetterFocus Media Holding LTD • June 2nd, 2006 • 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
EXHIBIT 10.60 Shareholders' Voting Rights Proxy Agreement New Focus Media Acknowledgement Letter ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.,...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., (registered address: Room A72, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) and SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F, No. 1027, Changning Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDERS" collectively), and SHANGHAI NEW FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 15F-30, No. 728, Yan'an Road (W), Shanghai) (hereinafter the "PARTICIPATING 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 "PROXY AGREEMENT") dated March 28 2005. Participating Shareholders and Participating Target Company agree to entrust the Trustees designated by Focus Media Technology to exercise the voting righ
Call Option Agreement Dongguan Focus Media Acknowledgement LetterOption Agreement • June 2nd, 2006 • Focus Media Holding LTD • Services-advertising agencies
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F, No. 1027, Changning Road, Changning District, Shanghai), SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD., (registered address: Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDERS" collectively) and DONGGUAN FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Floor 8, Shenghe Dalang Commercial Building, Nanchen District, Dongguan) (hereinafter the "NEW TARGET COMPANY"), as independent party, hereby agree to participate in the Call Option Agreement among Focus Media Technology (Shanghai) Co., Ltd. (hereinafter "FOCUS MEDIA TECHNOLOGY"), Shanghai Focus Media Advertisement Co., Ltd. and other relevant parties (hereinafter "CALL OPTION AGREEMENT") dated March 28 2005. The Participating Shareholders hereby grant Focus Media Technology with an irrevocable equity Call Option (hereinafter "CALL OPTION") in respect to 50% and 50% of the equity shar
EXHIBIT 10.75 Shareholder's Voting Rights Proxy Agreement-Participation Letter of Hefei Fukesi ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered address:...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 SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD., (registered address: Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDER"), and HEFEI FUKESI ADVERTISING CO., LTD. (registered address: Room 2401B, Gujin Baihua Building, No. 156 Shouchun Road, Hefei) (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 Targe
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) (hereinafter the "PARTICIPATING SHAREHOLDER"), and SHANGHAI JIEFANG FOCUS MEDIA ADVERTISEMENT CO., LTD. (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 60% of the equity interest in the registered capital of Participated Target Company held by the Participating Shareholder as of the date of this Acknowledgement Letter, on behalf of Participat
EXHIBIT 10.96 CONFIDENTIAL ADVERTISEMENT DISSEMINATION AGREEMENTFocus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
Equity Pledge Agreement Dongguan Focus Media AcknowledgeLetter for Participation ACKNOWLEDGE LETTER FOR PARTICIPATION OF EQUITY PLEDGE AGREEMENT SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F, No.1027, Changning Road,...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
Shareholder's Voting Rights Proxy Agreement-Participation Letter of Shenzhen E-Time ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT JIMMY WEI YU (Identity Card Number: 310106731015081) and JASON NANCHUN JIANG...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
JIMMY WEI YU (Identity Card Number: 310106731015081) and JASON NANCHUN JIANG (Identity Card Number: 310109730305521) (hereinafter the "PARTICIPATING SHAREHOLDER"), and SHENZHEN E-TIME COMMERCIAL CONSULTING CO., LTD. (registered address: Room 802, Zhongdian Information Building, No. 1 Xinwen Road, Futian District, Shenzhen) (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 Company held by the Participa
Shareholder's Voting Rights Proxy Agreement-Participation Letter of Shenzhen Bianjie ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered address: Room 1003...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 SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD., (registered address: Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDER"), and SHENZHEN BIANJIE BUILDING ADVERTISEMENT CO., LTD. (registered address: Room 1020A, Qunxing Plaza, No. 38 Hongli Road, Futian District, Shenzhen) (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 righ
EXHIBIT 10.69 Shareholders' Voting Rights Proxy Agreement Dongguan Focus Media- Acknowledgement Letter for Participation ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT SHANGHAI FOCUS MEDIA ADVERTISEMENT CO.,...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F, No. 1027, Changning Road, Changning District, Shanghai), SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD., (registered address: Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDERS" collectively), and DONGGUAN FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Floor 8, Shenghe Dalang Commercial Building, Nanchen District, Dongguan) (hereinafter the "PARTICIPATING 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 "PROXY AGREEMENT") dated March 28 2005. Participating Shareholders and Participating Target Company agree to entrust the Trustees designated by Focus Media Technology to exercise the voting r
Equity Pledge Agreement New Focus Media Advertising Agency Acknowledge Acknowledgement Letter ACKNOWLEDGE LETTER FOR PARTICIPATION OF EQUITY PLEDGE AGREEMENT FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (registered address: Room...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
EXHIBIT 10.66 Shareholders' Voting Rights Proxy Agreement Target Media Acknowledgement Letter ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address:...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F, No. 1027, Changning Road, Changning District, Shanghai), SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD., (registered address: Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDERS" collectively), and SHANGHAI TARGET MEDIA CO., LTD. (registered address: Room 2, No. 85, Xinsixi Street, Zhelin Town, Fengxian District, Shanghai) (hereinafter the "PARTICIPATING 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 "PROXY AGREEMENT") dated March 28 2005. Participating Shareholders and Participating Target Company agree to entrust the Trustees designated by Focus Media Technology to exercise the voting rights in Par
EXHIBIT 10.63 Shareholders' Voting Rights Proxy Agreement New Focus Media Advertising Agency Acknowledgement Letter ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., (registered address: Room A72, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) and SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F, No. 1027, Changning Road, Changning District, Shanghai) (hereinafter the "PARTICIPATING SHAREHOLDERS" collectively), and SHANGHAI NEW FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (registered address: Room F-200, No. 111, Fengpu Avenue, Shanghai Industrial General Development Zone) (hereinafter the "PARTICIPATING 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 "PROXY AGREEMENT") dated March 28 2005. Participating Shareholders and Participating Target Company agree to entrust the Trustees designated by Focus Media
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) (hereinafter the "PARTICIPATING SHAREHOLDER"), and SHENYANG FOCUS MEDIA ADVERTISING CO., LTD. (registered address: Room B606, No. 206 Nanjing Street (N), City Plaza, Heping District, Shenyang) (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 70% of the equity interest in the registered capital of Participated Target Company held by the Partici
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) (hereinafter the "PARTICIPATING SHAREHOLDER"), and FUZHOU FUKESI ADVERTISING CO., LTD. (registered address: Floor 18, Xinduhui Garden Plaza, No. 171 Wuyi Road (N), Gulou District, Fuzhou) (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 70% of the equity interest in the registered capital of Participated Target Company held by the Participatin
Equity Pledge Agreement Target Media Acknowledgement Letter for Participation ACKNOWLEDGE LETTER FOR PARTICIPATION OF EQUITY PLEDGE AGREEMENT SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F, No.1027, Changning Road,...Focus Media Holding LTD • June 2nd, 2006 • Services-advertising agencies
EXHIBIT 10.78 Shareholder's Voting Rights Proxy Agreement-Participation Letter of Shanghai On-Target ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered...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 ON-TARGET ADVERTISEMENT CO., LTD. (registered address: Room 1003H, No. 1027 Changning Road, Changning District, 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
