0000950123-10-061990 Sample Contracts

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FOCUS MEDIA HOLDING LIMITED 28-30 FLOOR ZHAO FENG WORLD TRADE BUILDING 369 JIANGSU ROAD SHANGHAI, 200050 PEOPLE’S REPUBLIC OF CHINA
Letter Agreement • June 29th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York

Reference is made to the Amended and Restated Deposit Agreement, dated as of April 9, 2007 (the “Deposit Agreement”), by and among Focus Media Holding Limited, a company organized under the laws of the Cayman Islands (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

SUBSCRIPTION AGREEMENT between FOCUS MEDIA HOLDING LIMITED and JJ MEDIA INVESTMENT HOLDING LTD. Dated as of September 23, 2009
Subscription Agreement • June 29th, 2010 • Focus Media Holding LTD • Services-advertising agencies • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of September 23, 2009, between Focus Media Holding Limited, a Cayman Islands company (the “Company”), and JJ Media Investment Holding Ltd., a British Virgin Islands company (the “Investor”).

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