VOTING AGREEMENTVoting Agreement • December 21st, 2012 • Focus Media Holding LTD • Services-advertising agencies • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of December 19, 2012 by and among Giovanna Parent Limited, a Cayman Islands exempted company (“Parent”), and the shareholders of Focus Media Holding Limited, a Cayman Islands exempted company (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 21st, 2012 • Focus Media Holding LTD • Services-advertising agencies • Hong Kong
This Indemnification Agreement is made and entered into as of December 19, 2012 (this “Agreement”), among Giovanna Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Mr. Jason Nanchun Jiang (the “Chairman”), JJ Media Investment Holding Limited, a British Virgin Islands company controlled by the Chairman (“JJ Media”), Target Sales International Limited, a British Virgin Islands Company controlled by the Chairman (“Target Sales”), Top Notch Investments Holdings Ltd, a British Virgin Islands company controlled by the Chairman (“Top Notch”), Target Management Group Limited, a British Virgin Islands company controlled by the Chairman (together with the Chairman, JJ Media, Target Sales and Top Notch, the “Chairman Parties”), and solely for purposes of Section 2, Giovanna Investment Holdings Limited (“Carlyle”), Gio2 Holdings Ltd (“Fountainvest”), Power Star Holdings Limited (“CITIC Capital Partners”) and State Success Limi
AGREEMENT AND PLAN OF MERGER among GIOVANNA PARENT LIMITED, GIOVANNA ACQUISITION LIMITED and FOCUS MEDIA HOLDING LIMITED Dated as of December 19, 2012Merger Agreement • December 21st, 2012 • Focus Media Holding LTD • Services-advertising agencies • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2012 (this “Agreement”), among Giovanna Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Giovanna Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Focus Media Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
FOSUN ROLLOVER AGREEMENTFosun Rollover Agreement • December 21st, 2012 • Focus Media Holding LTD • Services-advertising agencies • New York
This FOSUN ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2012 by and among Giovanna Group Holdings Limited, a Cayman Islands exempted company (“Holdco”), Giovanna Parent Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and Fosun International Limited (the “Rollover Shareholder”), a shareholder of Focus Media Holding Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • December 21st, 2012 • Focus Media Holding LTD • Services-advertising agencies
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to ordinary shares, par value $0.00005 per share (the “Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares, of Focus Media Holding Limited, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CHAIRMAN ROLLOVER AGREEMENTChairman Rollover Agreement • December 21st, 2012 • Focus Media Holding LTD • Services-advertising agencies • New York
This CHAIRMAN ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2012 by and among Giovanna Group Holdings Limited, a Cayman Islands exempted company (“Holdco”), Giovanna Parent Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and the Shareholders of Focus Media Holding Limited, a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
