Exhibit 10.159**REGISTRATION RIGHTS AGREEMENT**     THIS REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”) is made and entered into as of March 28,2007 by and among Focus Media Holding Limited, a company with limited liability organized under thelaws of the Cayman Islands (the “**Company**”), each ofthe Persons listed on Schedule A who represent certainformer shareholders, warrant holders and option holders (or entities controlled thereby) of AllyesInformation Technology Company Limited (“**Allyes**”), a company with limited liability organized underthe laws of the Cayman Islands (the “**Allyes Holders**” and, individually, an “**Allyes Holder**”).RECITALS     A.     The Allyes Holders have agreed to sell (or cancel, in the case of option holders andwarrant holders) all of their respective equity interests in Allyes to the Company, and as part ofthe consideration, the Company has agreed to issue to each Allyes Holder, certain Ordinary Shares(as defined below) of the Company on the terms and conditions set forth in that certain SharePurchase Agreement dated as of February 28, 2007 (the “**Allyes Purchase Agreement**”) by and among theCompany, Allyes, the Allyes Holders and certain other parties thereto.     B.      In connection with the consummation of the transactions contemplated by the Allyes PurchaseAgreement, the parties hereto desire to enter into this Agreement to enable the Allyes Holders fromtime to time to register the Ordinary Shares that they receive pursuant to the Allyes PurchaseAgreement under the Securities Act (as defined below).     C.      The Allyes Purchase Agreement provides that the execution and delivery of this Agreement bythe parties hereto shall be a condition precedent to the consummation of the transactionscontemplated thereunder.     D.      The Company and the Allyes Holders seek to induce the Allyes Holders to consummate thetransactions contemplated in the Allyes Purchase Agreement, and to such ends, seek to satisfy theconditions precedent to such transactions by entering into this Agreement.
 

 
AGREEMENT     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafterset forth, and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto further agree as follows:SECTION 1 INTERPRETATION     1.1      Definitions. Unless otherwise defined in this Agreement, capitalized terms usedin the English version of this Agreement shall have the following meanings:     “**Accounting Principles**” means generally accepted accounting principles as applied inthe United States of America.     “**ADSs**” means American depositary shares with each ADS as of the date of this Agreementrepresenting ten Ordinary Shares.     “**Affiliate**” means, with respect to any given Person, a Person that Controls, isControlled by, or is under common Control with the given Person.     “**Agreement**” has the meaning ascribed thereto in the preamble hereto.     “**Allyes Ancillary Documents**” means this Agreement and the Allyes Lock-Up Agreements.     “**Allyes Holders**” has the meaning ascribed thereto in the preamble hereof.     “**Allyes Lock-Up Agreements**” means those certain Lock-Up Agreements, dated the date ofthe closing of the transactions contemplated by the Allyes Purchase Agreement, by and amongthe Company and each of the Allyes Holders.     “**Allyes Purchase Agreement**” has the meaning ascribed thereto in the recitals hereof.     “**Allyes Registrable Securities**” means (i) the Ordinary Shares received or to bereceived by the Allyes Holders pursuant to the Allyes Purchase Agreement, including anyEarn-Out Shares, (including any ADSs related thereto) and (ii) any Equity Securities of theCompany issued as (or issuable upon the conversion or exercise of any Ordinary ShareEquivalent) a dividend or other distribution with respect to, or in exchange for, or inreplacement of, the shares referenced in clause (i).     “**Applicable Securities Law**” means (i) with respect to any offering of securities in theUnited States of America, or any other act or omission within that jurisdiction, thesecurities law of the United States, including the Exchange Act and the Securities Act, andany applicable law of any State of the United States, and (ii) with respect to any offeringof securities in any jurisdiction other than the United States of America, or any relatedact or omission in that jurisdiction, the applicable laws of that jurisdiction.     “**Business Day**” means any weekday that the banks in the PRC, Hong Kong and the UnitedStates of America are generally open for business.
 

 
     “**Centre**” has the meaning ascribed thereto in Section 4.3(c).     “**Commission**” means (i) with respect to any offering of securities in the United Statesof America, the Securities and Exchange Commission of the United States or any other federalagency at the time administering the Securities Act, and (ii) with respect to any offeringof securities in a jurisdiction other than the United States of America, the regulatory bodyof the jurisdiction with authority to supervise and regulate the sale of securities in thatjurisdiction.     “**Company**” has the meaning ascribed thereto in the preamble hereto.     “**Control**” means, when used with respect to any Person, the power to direct themanagement and policies of such Person, directly or indirectly, whether through theownership of voting securities, by contract or otherwise, and the terms “Controlling” and“Controlled” have meanings correlative to the foregoing.     “**Depositary**” means the depositary in respect of the Company’s ADSs, currently Citibank,N.A.     “**Disclosing Party**” has the meaning ascribed thereto in Section 3.4.     “**Dispute**” has the meaning ascribed thereto in Section 4.3(a).     “**Earn-Out Shares**” means any Ordinary Shares issued at the Earnout Closing, as such termis defined in the Allyes Purchase Agreement.     “**Equity Securities**” means any Ordinary Shares, Ordinary Share Equivalents or othervoting securities of the Company.     “**Exchange Act**” means the United States Securities Exchange Act of 1934, as amended.     “**First Closing Date**” has the meaning ascribed in the Allyes Purchase Agreement.     “**Form F-1**” means Registration Statement on Form F-1 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Form F-3**” means Registration Statement on Form F-3 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Form S-1**” means Registration Statement on Form S-1 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Form S-3**” means Registration Statement on Form S-3 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Holders**” means the Allyes Holders together with the permitted transferees and assignsof any Holder.     “**Hong Kong**” means the Hong Kong Special Administrative Region.
 

 
     “**IDG**” means IDG Technology Venture Investments, LP, IDG-Accel China GrowthFund-A L.P., IDG-Accel China Growth Fund L.P. and IDG-Accel China Investors L.P.     “**Initiating Holders**” means, with respect to a request duly made to Register anyRegistrable Securities under Section 2.1(a), the Holders initiating such request.     “**Newco**” means Magic Elite Group Ltd.     “**Oak**” means Oak Investment Partners XI, Limited Partnership, a Delaware limitedpartnership.     “**Ordinary Shares**” means the ordinary shares, par value US$0.00005 per share, of theCompany.     “**Ordinary Share Equivalents**” means warrants, options and rights exercisable forOrdinary Shares and instruments convertible or exchangeable for Ordinary Shares.     “**Parties**” has the meaning ascribed thereto in Section 4.     “**Person**” means any natural person, corporation limited liability company, joint stockcompany, joint venture, partnership, enterprise, trust, unincorporated organization or anyother entity or organization.     “**Registration**” means a registration effected by preparing and filing a RegistrationStatement and the declaration or ordering of the effectiveness of that RegistrationStatement, and the terms “Register” and “Registered” have meanings correlative with theforegoing.     “**Registrable Securities**” means the Allyes Registrable Securities, excluding in allcases, however, any Equity Securities sold by a Person in a transaction other than anassignment pursuant to Section 4.1.     “**Registration Statement**” means a registration statement prepared on Forms S-3, F-3, S-1or F-1 under the Securities Act, or on any comparable form in connection with registrationin a jurisdiction other than the United States.     “**Securities Act**” means the United States Securities Act of 1933, as amended.     “**Underwritten Offering**” has the meaning ascribed in Section 2.1(a)(1)     “**Violation**” has the meaning ascribed thereto in Section 2.6(a).     1.2     Interpretation. For all purposes of this Agreement, except as otherwise expresslyherein provided, (i) the terms defined in Section 1 shall have the meanings assigned to them inSection 1 and include the plural as well as the singular, (ii) all references in this Agreement todesignated “Sections” and other subdivisions are to the designated Sections and other subdivisionsof the body of this Agreement, (iii) pronouns of either gender or neuter shall include, asappropriate, the other pronoun forms, (iv) the words “herein,” “hereof” and “hereunder” and otherwords of similar import refer to this Agreement as a whole and not to any particular Section orother subdivision, and (v) all references in this Agreement to
 

 
designated Schedules, Exhibits and Annexes are to the Schedules, Exhibits and Annexes attachedto this Agreement.SECTION 2 REGISTRATION RIGHTS.          2.1     Demand Registration Rights. (a) Registration.                     (1) Subject to the terms of this Agreement and the Allyes Lock-up Agreements, from time totime and at any time, Holders holding 3,000,000 Ordinary Shares (as equitably adjusted for anystock splits, stock dividends, recapitalizations, reorganizations or similar events) that areRegistrable Securities originally issued pursuant to the Allyes Purchase Agreement may request theCompany in writing to register Registrable Securities (a “Registration”); *provided however*, thatif a request for Registration is for an underwritten public offering (an “Underwritten Offering”),such request shall be subject to the reasonable requirement that the reasonably anticipatedaggregate price to the public not to be less than US$40,000,000 and represents at least 3,000,000Ordinary Shares (as equitably adjusted for any stock splits, stock dividends, recapitalizations,reorganizations or similar events) that are Registrable Securities. Upon receipt of such arequest, the Company shall (i) promptly, and in any event within ten (10) Business Days afterreceipt of such written request, give written notice of the proposed Registration to all otherHolders and (ii) use best efforts to cause, as soon as practicable, the Registrable Securitiesspecified in the request, together with any Registrable Securities of any Holder who requests inwriting to join such Registration within twenty (20) Business Days after the Company’s delivery ofwritten notice, to be Registered and/or qualified for sale and distribution to the public in suchjurisdictions as the Initiating Holders may reasonably request. Notwithstanding anything contrarycontained herein, the Company shall be not obligated to effect more than three (3) Registrationspursuant to this Section 2.1(a)(1).                     (2) Subject to the terms of this Agreement and the Allyes Lock-up Agreements, on a date atleast 150 days and no more than 330 days following the First Closing Date, Newco may request theCompany in writing to effect a Registration, which shall not be an Underwritten Offering (a “NewcoRegistration”); *provided however*the Company shall not be obligated to effect such NewcoRegistration if the Company has previously effected a Registration pursuant to Section 2.1(a)(1)above. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten(10) Business Days after receipt of such written request, give written notice of the proposedRegistration to all other Holders and (ii) use best efforts to cause, as soon as practicable, theRegistrable Securities specified in the request, together with any Registrable Securities of anyHolder who requests in writing to join such Registration within twenty (20) Business Days after theCompany’s delivery of written notice, to be Registered and/or qualified for sale and distributionto the public in such jurisdictions as the Initiating Holders may reasonably request.Notwithstanding anything contrary contained herein, the Company shall not be obligated to effectmore than one (1) Registration pursuant to this Section 2.1(a)(2).                     (3) Any Registration made pursuant to this Section 2.1 shall be made (x) if available, on theCompany’s existing Registration Statement on Form F-3ASR or (y) in each case subject to the termsof this Section 2.1(a)(3) below, (i) if such F-3ASR is not available, on another RegistrationStatement on Form F-3 (or any successor to Form F-3 or Form S-3) if
 

 
such form is available for use by the Company or (ii) otherwise on Form F-1 or Form S-1 (orany successor to Form F-1 or S-1) if such form is available for use by the Company. In the eventthat the Company becomes ineligible to use its existing Registration Statement on Form F-3ASR forthe reasons set forth in Schedule 2.1(a)(3) hereto, the Company shall not be obligated to effect aRegistration until it regains eligibility to use Form F-3ASR.                     (4) Any Registrable Securities that were registered but not distributed by a Holder pursuantto a Registration other than an Underwritten Offering shall cease to be considered RegistrableSecurities.                     (b) Right of Deferral. Notwithstanding anything to the contrary in this Section 2.1:                     (1) The Company shall not be obligated to Register or qualify Registrable Securities for anUnderwritten Offering pursuant to any of the provisions ofSection 2.1 if, (x) within the six (6) month period preceding the date of such request, the Company haseither (i) already effected a Registration for an Underwritten Offering under any of the provisionsof Section 2.1 or (ii) already effected a Registration (otherthan a registration of securities in a transaction under Rule 145 of the Securities Act or withrespect to an employee benefit plan) in which the Holders had an opportunity to participatepursuant to the provisions of Section 2.2 and no Registrable Securities of the Holders wereexcluded from such Registration pursuant to the provisions of Section 2.2(c), or (y) within thethree (3) month period preceding the date of such request, the Company has already effected aRegistration other than an Underwritten Offering under any of the provisions of Section 2.1.                     (2) The Company shall not be obligated to Register or qualify Registrable Securities pursuantto Section 2.1 if the Company shall furnish to the Holders acertificate signed by the Chief Executive Officer of the Company stating that, in the good faithjudgment of the Board of Directors of the Company, it would be materially detrimental to theCompany and its shareholders for a Registration Statement to be filed in the near future.Following delivery of such certificate, the Company shall have the right to defer such filing for aperiod not to exceed ninety (90) days from the receipt of any request duly submitted by Holdersunder Section 2.1 or to Register Registrable Securities;provided, however, that the Company shall not utilize this right more than once in anytwelve (12) month period.                     (c)          Underwritten Offerings. If, in connection with a request to Register RegistrableSecurities under the provisions of Section 2.1 (1), the InitiatingHolders seek to distribute such Registrable Securities through an Underwritten Offering, they shallso advise the Company as a part of the request, and the Company shall include such information inthe written notice to the other Holders described in toSection 2.1 (1). In such event, the right of any Holder to include its Registrable Securities in suchRegistration shall be conditioned upon such Holder’s participation in such Underwritten Offeringand the inclusion of such Holder’s Registrable Securities in the Underwritten Offering (unlessotherwise mutually agreed by Initiating Holders representing a majority in voting power of theRegistrable Securities held by the Initiating Holders) to the extent provided herein. All Holdersproposing to distribute their securities through such Underwritten Offering shall enter into anunderwriting agreement in customary form with the underwriter or underwriters selected for such
 

 
Underwritten Offering by the Company (which underwriter or underwriters shall be reasonablyacceptable to Initiating Holders representing a majority in voting power of the RegistrableSecurities held by the Initiating Holders). Notwithstanding any other provision of this Agreement,if the managing underwriter advises the Company that marketing factors (including the aggregatenumber of securities requested to be Registered, the general condition of the market, and thestatus of the Persons proposing to sell securities pursuant to the Registration) require alimitation of the number of Equity Securities to be underwritten, the underwriters may exclude suchnumber of Registrable Securities from the Underwritten Offering as required (i) after excluding anyother Equity Securities from the Underwritten Offering (including, without limitation, any EquitySecurities which the Company may seek to include in the Underwritten Offering for its own account)and (ii) so long as at least thirty percent (30%) in voting power of any Registrable Securitiesrequested by the Holders to be included in such Underwritten Offering and Registration shall beincluded. If a limitation of the number of Registrable Securities is required pursuant to thisSection 2.1(c), the number of Registrable Securities that may be included in the UnderwrittenOffering by selling Holders shall be allocated among such Holders, in proportion, as nearly aspracticable, to the respective amounts of Registrable Securities which the Holders would otherwisebe entitled to include in the Registration. If any Holder disapproves of the terms of anyUnderwritten Offering, the Holder may elect to withdraw therefrom by written notice to the Companyand the underwriters delivered at least ten (10) Business Days prior to the effective date of theRegistration Statement. Any Registrable Securities excluded or withdrawn from such underwritingshall be withdrawn from the Registration.     2.2      Piggyback Registrations.                     (a)           Registration of the Company’s Securities. Subject to Section 2.2(c) and the termsof the Allyes Lock-up Agreements, if the Company proposes to Register for its own account any ofits Equity Securities in connection with the public offering of such securities, the Company shallpromptly give each Holder written notice of such Registration and, upon the written request of anyHolder given within twenty (20) days after delivery of such notice, the Company shall use its bestefforts to include in such Registration any Registrable Securities thereby requested by suchHolder. If a Holder decides not to include all or any of its Registrable Securities in suchRegistration by the Company, such Holder shall nevertheless continue to have the right to includeany Registrable Securities in any subsequent Registration Statement or Registration Statements asmay be filed by the Company with respect to offerings of its securities, all upon the terms andconditions set forth herein.                     (b) Right to Terminate Registration. The Company shall have the right to terminate orwithdraw any Registration initiated by it under Section 2.2(a) prior to the effectiveness of suchRegistration, whether or not any Holder has elected to participate therein. The expenses of suchwithdrawn Registration shall be borne by the Company in accordance with Section 2.3. (c) Underwriting Requirements.                     (1) In connection with any offering involving an underwriting of the Company’s EquitySecurities, the Company shall not be required to Register the Registrable Securities of a Holderunder this Section 2.2 unless such Holder shall include such Registrable Securities in theunderwriting and such Holder enters into an underwriting agreement in customary form with theunderwriters selected by the Company and setting
 

 
forth such terms for the underwriting as have been agreed upon between the Company and theunderwriters. Subject to Section 2.2(c)(2), in the event the underwriters advise Holders seekingRegistration of Registrable Securities pursuant to this Section 2.2 in writing that market factors(including the aggregate number of Registrable Securities requested to be Registered, the generalcondition of the market, and the status of the Persons proposing to sell securities pursuant to theRegistration) require a limitation of the number of Equity Securities to be underwritten, theunderwriters may exclude some or all Registrable Securities from the Registration and underwritingafter excluding any other Equity Securities from the underwriting (other than any Equity Securitieswhich the Company may seek to include in the underwriting for its own account), and the number ofEquity Securities and Registrable Securities that may be included in the Registration and theunderwriting shall be allocated (i) first, to the Company and (ii) thereafter, among the Holdersrequesting inclusion of their Registrable Securities in such Registration Statement in proportion,as nearly as practicable, to the respective amounts of Registrable Securities which the Holderswould otherwise be entitled to include in the Registration.                     (2) Notwithstanding anything to the contrary in this Section 2.2 (c), in connection with anyoffering involving an underwriting of the Company’s Equity Securities, in no event shall theunderwriters exclude any Registrable Securities which Holders may seek to include in suchRegistration and underwriting under this Section 2.2 unless at least thirty percent (30%) in votingpower of any Registrable Securities requested by the Holders to be included in such underwritingand Registration shall be included.                     (3) If any Holder disapproves of the terms of any underwriting, the Holder may elect towithdraw therefrom by written notice to the Company and the underwriters delivered at least seven(7) days prior to the effective date of the Registration Statement. Any Registrable Securitiesexcluded or withdrawn from the underwriting shall be withdrawn from the Registration.                     (d)          Exempt Transactions. The Company shall have no obligation to Register anyRegistrable Securities under this Section 2.2 in connection with a Registration by the Company (i)relating solely to the sale of securities to participants in a Company share plan, (ii) relating toa corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparableprovision under the laws of another jurisdiction, as applicable), or (iii) on any form that doesnot include substantially the same information as would be required to be included in aRegistration Statement covering the sale of the Registrable securities.     2.3      Expenses. All expenses incurred in connection with Registrations, filings orqualifications pursuant to this Agreement, including, without limitation, (i) any underwriting,brokerage or similar commissions, compensation, discounts or concessions paid or allowed by theCompany incurred or to be incurred by the Selling Shareholders in connection with such issue orsale, (ii) all expenses of any Persons in preparing or assisting in preparing, word processing,printing and distributing any Registration Statement, any Prospectus, any amendments or supplementsthereto, any underwriting agreements, securities sales agreements and other documents relating tothe performance of and compliance with this Agreement (excluding expenses or costs in respect ofCompany employees in connection therewith) , (iii) all fees and expenses incurred in connectionwith the listing, if any, of any of the Registrable Securities on any securities exchange orexchanges, (iv) all fees and expenses of the Depositary relating to the deposit of the RegistrableSecurities into the deposit facility and issuance by the Depositary of shares or receiptsrepresenting such Registrable Securities,
 

 
(v) the fees and disbursements of counsel for the Company and of the independent publicaccountants of the Company specifically related to such Registration, including the expenses of anyspecial audits or “comfort” letters required by or incident to such performance and compliance,(vi) the fees and expenses of share registry or custodian, and (vii) the reasonable fees anddisbursements of counsel representing the Holders of Registrable Securities, (viii) all U.S.federal, “blue sky” and all foreign registration, filing and qualification fees, accounting fees,and fees and disbursements of counsel for the Company (but excluding underwriters’ discounts andcommissions relating to shares sold by the Holders), shall be borne by the Holders (allocated prorata based on the Registratable Securities included in such Registration); provided, however, that(i) where an offering of securities includes a primary offering by the Company or a secondaryoffering of securities by other shareholders of the Company other than the Holders, the Holdersshall be bear the pro rata portion of expenses attributable to them based on the number ofRegistrable Securities included in such Registration (for the avoidance of doubt, any such fees orexpenses that are incurred entirely as a result of sales by selling shareholders shall be borne ona pro rata basis with regard only to the Registrable Securitiesoffered by the SellingShareholders in the aggregate and not by the Company) and (ii) the Company shall usecommercially reasonable efforts to minimize the amount of such expenses and, in connection with anyUnderwritten Offering, use commercial reasonable efforts to cause the related underwriters to paysuch expenses to the extent possible (other than any related brokerage or selling commission ordiscount); provided, however, that the failure or unwillingness of the related underwriters toagree to pay such expenses in whole or in part shall not affect the selling shareholders’obligations to pay any expenses pursuant to this Section.     2.4      Obligations of the Company. Subject to the provisions of Section 2.3 hereof,whenever required to effect the Registration of any Registrable Securities under this Agreement theCompany, shall as expeditiously as reasonably possible:                     (a)           Registration Statement. Use its reasonable best efforts to ensure that itsexisting Registration Statement is Effective; provided, that the Company shall not berequired to keep any such Registration Statement effective for more than (i) one (1) year in thecase of a Registration Statement on Form S-3, F-3, F-3ASR or (ii) ninety (90) days in the case of aRegistration Statement on Form S-1 or F-1.                     (b)           Amendments and Supplements. Prepare and file with the Commission such amendmentsand supplements to such Registration Statement and the prospectus used in connection with suchRegistration Statement as may be necessary to comply with the provisions of Applicable SecuritiesLaw with respect to the disposition of all securities covered by such Registration Statement.                     (c)           Prospectuses. Furnish to the Holders such number of copies of a prospectus,including a preliminary prospectus, in conformity with the requirements of the ApplicableSecurities Law, and such other documents as such Holders may reasonably request in order tofacilitate the disposition of the Registrable Securities owned by them that are included in suchRegistration.                     (d)           Blue Sky. Use its best efforts to register and qualify the securities covered bysuch Registration Statement under such other securities or Blue Sky laws of such jurisdictions asshall be reasonably requested by the Holders, provided that the Company shall not be required inconnection therewith or as a condition thereto to qualify to do business or to file a generalconsent to service of process in any such states or jurisdictions.
 

 
                     (e)           Underwriting. In the event of any Underwritten Offering, enter into and performits obligations under an underwriting agreement in usual and customary form, with the managingunderwriter(s) of such offering. Each Holder participating in such underwriting shall also enterinto and perform its obligations under such an agreement.                     (f)           Notification. Notify each Holder of Registrable Securities covered by suchregistration statement at any time when a prospectus relating thereto is required to be deliveredunder Applicable Securities Law of the happening of any event as a result of which the prospectusincluded in such registration statement, as then in effect, includes an untrue statement of amaterial fact or omits to state a material fact required to be stated therein or necessary to makethe statements therein not misleading in the light of the circumstances then existing.                     (g)           Opinion and Comfort Letter. In the event of any Underwritten Offering, furnish, atthe request of any Holder requesting Registration of Registrable Securities, on the date that suchRegistrable Securities are delivered to the underwriter(s) for sale, if such securities are beingsold through underwriters, or, if such securities are not being sold through underwriters, on thedate that the Registration Statement with respect to such securities becomes effective, (i) anopinion, dated as of such date, of the counsel representing the Company for the purposes of suchregistration, in form and substance as is customarily given to underwriters in an underwrittenpublic offering and reasonably satisfactory to a majority in interest of the Holders requestingRegistration, addressed to the underwriters, if any, and to the Holders requesting registration ofRegistrable Securities and (ii) a “comfort” letter dated as of such date, from the independentcertified public accountants of the Company, in form and substance as is customarily given byindependent certified public accountants to underwriters in an underwritten public offering andreasonably satisfactory to a majority in interest of the Holders requesting registration, addressedto the underwriters, if any, and to the Holders requesting registration of Registrable Securities.                     (h)           Transfer Agent and CUSIP*.*Provide a transfer agent and registrar for allRegistrable Securities Registered pursuant to the Registration Statement and, where applicable, aCUSIP number for all those Registrable Securities, in each case not later than the effective dateof the Registration.                     (i)           Further Actions. Take all reasonable action necessary to: (i) cause theDepositary to accept the deposit of the Registrable Securities into the deposit facility to issueADSs (or receipts) representing such Registrable Securities and to issue the related ADRs; (ii)cause the Depositary to register with the SEC (to the extent necessary) such ADSs; and (iii) listthe Registrable Securities on the primary exchange upon which the Company’s securities are traded.     2.5      Obligations of Holders. It shall be a condition precedent to the obligations ofthe Company to Register the Registrable Securities of any Holder pursuant to this Section 2 thatthe selling Holder shall furnish to the Company such information regarding itself, the RegistrableSecurities held thereby and the intended method of disposition of such securities as shall berequired to timely effect the Registration of such Holder’s Registrable Securities.     2.6      Indemnification. In the event any Registrable Securities are included in aregistration statement under this Section 2:
 

 
                     (a)           Company Indemnity. To the extent permitted by law, the Company will indemnify andhold harmless each Holder, its partners, officers, directors, legal counsel, accountants, anyunderwriter (as defined in the Securities Act) for such Holder and each Person, if any, whocontrols (as defined in the Securities Act) such Holder or underwriter against any losses, claims,damages, or liabilities (joint or several) to which they may become subject under laws which areapplicable in connection with any Registration, qualification, or compliance, of the Company’ssecurities insofar as such losses, claims, damages, or liabilities (or actions in respect thereof)arise out of or are based upon any of the following statements, omissions or violations(collectively a “**Violation**”):                     (1) any untrue statement or alleged untrue statement of a material fact contained in suchRegistration Statement, including any preliminary prospectus or final prospectus contained thereinor any amendments or supplements thereto;                     (2) the omission or alleged omission to state in the Registration Statement, including anypreliminary prospectus or final prospectus contained therein or any amendments or supplementsthereto, a material fact required to be stated therein, or necessary to make the statements thereinnot misleading; or                     (3) any violation or alleged violation by the Company of Applicable Securities Laws, or anyrule or regulation promulgated under Applicable Securities Laws;and the Company will reimburse each such Holder, its partner, officer, director, legal counsel,accountants, underwriter or controlling Person for any legal or other expenses reasonably incurredby them, as incurred, in connection with investigating or defending any such loss, claim, damage,liability or action; provided, however, that the indemnity agreement contained inthis Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,liability or action if such settlement is effected without the consent of the Company (whichconsent shall not be unreasonably withheld), nor shall the Company be liable in any such case forany such loss, claim, damage, liability or action to the extent that it arises out of or is basedupon a Violation which occurs in reliance upon and in conformity with written information furnishedexpressly for use in connection with such Registration by such Holder, underwriter or controllingPerson of such Holder.                     (b)           Notice. Promptly after receipt by an indemnified party under this Section 2.6 ofnotice of the commencement of any action (including any governmental action), such indemnifiedparty will, if a claim in respect thereof is to be made against any indemnifying party under thisSection 2.6, deliver to the indemnifying party a written notice of the commencement thereof and theindemnifying party shall have the right to participate in, and, to the extent the indemnifyingparty so desires, jointly with any other indemnifying party similarly noticed, to assume thedefense thereof with counsel mutually satisfactory to the parties; provided,however, that an indemnified party shall have the right to retain its own counsel, with thefees and expenses to be paid by the indemnifying party, if representation of such indemnified partyby the counsel retained by the indemnifying party would be inappropriate due to actual or potentialconflict of interests between such indemnified party and any other party represented by suchcounsel in such proceeding. The failure to deliver written notice to the indemnifying party withina reasonable time of the commencement of any such action shall relieve such indemnifying party ofliability to the indemnified party under this Section 2.6 to the extent the indemnifying party isprejudiced as a result thereof, but the omission to so deliver written notice to the indemnifyingparty will not relieve it of any liability that it may have to any indemnified party otherwise thanunder this Section 2.6.
 

 
                     (c)           Contribution. If any indemnification provided for in this Section 2.6 is held by acourt of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,liability, claim, damage or expense referred to herein, the indemnifying party, in lieu ofindemnifying such indemnified party hereunder, shall contribute to the amount paid or payable bysuch indemnified party as a result of such loss, liability, claim, damage or expense in suchproportion as is appropriate to reflect the relative fault of the indemnifying party, on the onehand, and of the indemnified party, on the other, in connection with the statements or omissionsthat resulted in such loss, liability, claim, damage or expense, as well as any other relevantequitable considerations. The relative fault of the indemnifying party and of the indemnified partyshall be determined by reference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission to state a material fact relates to informationsupplied by the indemnifying party or by the indemnified party and the parties’ relative intent,knowledge, access to information, and opportunity to correct or prevent such statement or omission.                     (d)           Survival. The obligations of the Company and Holders under this Section 2.6 shallsurvive the completion of any offering of Registrable Securities in a Registration Statement,regardless of the expiration of any statutes of limitation or extensions of such statutes.     2.7      Termination of the Company’s Obligations. The Company shall not be obligated underthis Section 2 to Register any Registrable Securities which a Holder proposes to sell afterSeptember 18, 2009, or, if, in the reasonable opinion of counsel to the Company, all suchRegistrable Securities proposed to be sold may then be sold without registration in any ninety (90)day period pursuant to Rule 144 under the Securities Act.     2.8      Rule 144 Reporting. With a view to making available the benefits of Rule 144promulgated under the Securities Act and any comparable provision of Applicable Securities Lawwhich may at any time permit the sale of the Registrable Securities to the public withoutregistration or pursuant to a registration on Form S-1, F-1, S-3 or F-3, the Company agrees to:                     (a)           Make and keep public information available, as those terms are understood and defined inRule 144 under the Securities Act (or comparable provision under Applicable Securities Laws in anyjurisdiction where the Company’s securities are listed), at all times;                     (b)           Use reasonable, diligent efforts to file with the Commission in a timely manner allreports and other documents required of the Company under Applicable Securities Law; and                     (c)           So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwithupon request (i) a written statement by the Company as to its compliance with the reportingrequirements of all Applicable Securities Laws, or whether it qualifies as a registrant whosesecurities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto underApplicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) acopy of the most recent annual or quarterly report of the Company and such other reports anddocuments as may be filed by the Company with the Commission, and (iii) such other reports anddocuments of the Company as a Holder may reasonably request in availing itself of any rule orregulation of the Commission that permits the selling of any such securities without registrationor pursuant to Form S-3 or F-3 (or any
 

 
form comparable thereto under Applicable Securities Laws of any jurisdiction where theCompany’s securities are listed).     SECTION 3   CONFIDENTIALITY AND NON-DISCLOSURE.     3.1      Disclosure of Terms. The terms and conditions (the “**Financing Terms**”) of thisAgreement, any agreement pursuant to which the Former Series A Holders subscribed to the Company’sEquity Securities, together with any annexes, exhibits and schedules thereto, and any agreementpursuant to which the Allyes Holders received the Company’s Equity Securities, together with anyannexes, exhibits and schedules thereto (including any Allyes Ancillary Document) (collectively,the “**Financing Documents**”), including their existence, shall be considered confidential informationand shall not be disclosed by any party hereto to any third party except in accordance with theprovisions set forth below.     3.2      Press Releases. None of the parties hereto shall issue any press release orotherwise make any announcement in an advertisement, conference or otherwise disclosing any of theFinancing Terms without the prior approval in writing of the Company.     3.3      Permitted Disclosures. Notwithstanding the foregoing, (i) any party may disclosethe existence of the financing (but not the Financing Terms) to any third party, and (ii) any partymay disclose any of the Financing Terms to its current or bona fide prospective investors,employees, investment bankers, lenders, partners, accountants and attorneys, in the case of either(i) or (ii), only where such Person is under appropriate non-disclosure obligations.     3.4      Legally Compelled Disclosure. In the event that any party is requested or becomeslegally compelled (including without limitation, pursuant to securities laws and regulations) todisclose the existence of any Financing Document or any of the Financing Terms hereof incontravention of the provisions of this Section 3, such party (the “**Disclosing Party**”) shallprovide the other parties hereto with prompt written notice of that fact and use all reasonableefforts to seek (with the cooperation and reasonable efforts of the other parties hereto) aprotective order, confidential treatment or other appropriate remedy. In any event, the DisclosingParty shall furnish only that portion of the information which is legally required and shallexercise reasonable efforts to keep confidential such information to the extent reasonablyrequested by any other party hereto.     3.5      Other Information. The provisions of this Section 3 shall be in addition to, andnot in substitution for, the provisions of any separate nondisclosure agreement executed by any ofthe parties hereto with respect to the transactions contemplated hereby.]SECTION 4     MISCELLANEOUS     4.1 Binding Effect; Assignment.                     (a)           Notwithstanding anything herein to the contrary, the rights of any Allyes Holder underthis Agreement may be assigned or transferred (i) by Newco to any of its current shareholders (orany entity controlled by or beneficially owned by any such shareholders) in an amount not to befewer than 25,000 Ordinary Shares that are Registrable Securities in each assignment or transfer,(ii) by other Allyes Holders to their respective
 

 
partners, general partners, limited partners or other entities contractually or legallyentitled to distributions from such a Holder, or (iii) by either IDG or Oak in an amount not to befewer than 1,000,000 Ordinary Shares that are Registrable Securities (or by both IDG and Oak of anaggregate of no fewer than 1,000,000 Ordinary Shares that are Registrable Securities), in each caseif (x) the Company is, within a reasonable time after such transfer, furnished with written noticeof the name and address of such transferee or assignee and the securities with respect to whichsuch rights are being assigned and (y) such transferee or assignee agrees in writing to be bound byand subject to the terms and conditions of this Section 4 and the terms and conditions of eachSection of this Agreement with respect to which any rights are being assigned thereto under thisclause. From the time of such transfer or assignment, for all purposes of each Section of thisagreement with respect to which rights are assigned thereto under this clause, such transferee orassignee shall be treated as a “Allyes Holder”, as the case may be.                     (b)          This Agreement shall be binding upon and shall be enforceable by each party, itssuccessors and permitted assigns. Except as provided in Section 4.1(a) and Section 4.1, no party may assign any of its rights or obligations hereunder withoutthe prior written approval of the other parties. 4.2      Governing Law. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of New York.  4.3      Dispute Resolution.                     (a)           Any dispute, controversy or claim (each, a “**Dispute**”) arising out of or relating to thisAgreement, or the interpretation, breach, termination or validity hereof, shall be resolved at thefirst instance through consultation between the representatives appointed by the highest rankingcorporate officer of the Company and a representative selected by a majority of the RegistrableSecurities outstanding at the time of such dispute (provided any dispute as to any particularRegistration Statement shall be resolved by a representative selected by the Holders representing amajority of the Registrable Securities included in such Registration Statement) (each a“**Party**”). Such consultation shall begin immediately after either Party has delivered to the otherParty a written notice for such consultation.                     (b)           If the Dispute is not resolved within sixty (60) days following the date on which suchnotice is given, the Dispute shall be submitted to arbitration upon the request of either Partywith notice to the other Party (the “**Arbitration Notice**”).                     (c)           The arbitration shall be conducted in Hong Kong under the auspices of the Hong KongInternational Arbitration Centre (the “**Centre**”). There shall be three (3) arbitrators. Theclaimants in the Dispute shall collectively choose one arbitrator, and the respondents shallcollectively choose one arbitrator. The Secretary General of the Centre shall select the thirdarbitrator, who shall be qualified to practice law in the State of New York. If any of the membersof the arbitral tribunal have not been appointed within thirty (30) days after the ArbitrationNotice is given, the relevant appointment shall be made by the Secretary General of the Centre.                     (d)           The arbitration proceedings shall be conducted in English. The arbitration tribunal shallapply the Arbitration Rules of the United Nations Commission on International Trade Law, as ineffect at the time of the arbitration. However, if such rules are
 

 
in conflict with the provisions of this Section 4.3, including the provisions concerning theappointment of arbitrator, the provisions of this Section 4.3 shall prevail.                     (e)           Each Party shall cooperate with the other in making full disclosure of and providingcomplete access to all information and documents requested by the other in connection with sucharbitration proceedings, subject only to any confidentiality obligations binding on such Party.                     (f)           The arbitrator shall decide any dispute submitted by the parties to the arbitrationstrictly in accordance with the substantive law of the State of New York and shall not apply anyother substantive law.                     (g)           The award of the arbitration tribunal shall be final and binding upon the Parties, and theprevailing Party may apply to a court of competent jurisdiction for enforcement of such award.                     (h)           Either Party shall be entitled to seek preliminary injunctive relief, if possible, fromany court of competent jurisdiction pending the constitution of the arbitral tribunal.                     (i)           During the course of the arbitration tribunal’s adjudication of the dispute, thisAgreement shall continue to be performed except with respect to the part in dispute and underadjudication.                     (j)           The cost of arbitration (including legal, accounting and other professional fees andexpenses reasonably incurred, by any prevailing party with respect to the investigation,collection, prosecution and/or defense of any claim in the Dispute) shall be borne pro rata by eachlosing party.     4.4      Amendments; Termination. This Agreement and its provisions may be amended,changed, waived, discharged or terminated only by a writing signed by each of (i) the Company and(ii) the Allyes Holders representing a majority in voting power of Allyes Registrable Securitiesthen outstanding and which were received pursuant to the Allyes Purchase Agreement. Any amendment,change, waiver, discharge or termination effected in accordance with the preceding sentence shallbe binding upon each of the parties hereto and their successors and permitted assigns. Withoutlimiting the foregoing, any party hereto may in writing waive any right that it individually holdshereunder without seeking the prior consent of any other party hereto. This Agreement shallautomatically terminate when all Holders cease to hold any Allyes Registrable Securities.     4.5      Notices. All notices, claims, certificates, requests, demands and othercommunications under this Agreement shall be made in writing and shall be delivered to any partyhereto by hand or sent by facsimile, or sent, postage prepaid, by reputable overnight courierservices at the address given for such party on the signature pages hereof (or at such otheraddress for such party as shall be specified by like notice), and shall be deemed given when sodelivered by hand, or if sent by facsimile, upon receipt of a confirmed transmittal receipt, or ifsent by overnight courier, five (5) calendar days after delivery to or pickup by the overnightcourier service.     4.6      Further Assurances. Each Party shall do and perform, or cause to be done andperformed, all such further acts and things and shall execute and deliver all such other
 

 
agreements, certificates, instruments and documents as the other Party may reasonably requestto give effect to the terms and intent of this Agreement.     4.7      Entire Agreement. This Agreement constitutes the entire agreement between theParties with respect to the subject matter hereof and supersedes all prior written or oralunderstandings or agreements.     4.8      Severability. If any provision of this Agreement shall be held invalid orunenforceable to any extent, the remainder of this Agreement shall not be affected thereby andshall be enforced to the greatest extent permitted by law.     4.9      Remedies Cumulative. The rights and remedies available under this Agreement orotherwise available shall be cumulative of all other rights and remedies and may be exercisedsuccessively.     4.10      Counterpart Execution. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original but all of which together shall constituteone and the same instrument.     4.11      No Third Party Beneficiary. Except as contemplated in Section 2.6, nothing inthis Agreement is intended to confer upon any Person other than the Parties hereto and theirrespective successors and permitted assigns any rights, benefits, or obligations hereunder.     [*Signature pages follow.*]
 

 
     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by itsduly authorized officer, in each case as of the date first above written.      **FOCUS MEDIA HOLDING LIMITED**